Creature of Shadow
by Heir of the void
Summary: A wish for technology. A brother left in the darkness. A ship, discovering something perhaps better left hidden. A revelation. A will. These are the things that turned out world into hell. These are the things that opened our eyes. These are the things that began our war with the Incubators. We must not give up. We must not surrender. Live free or die.
1. Chapter 1

The opening sixty-five words of this story are not mine. Free cookies to anyone who recognizes them.

In other news, I need help designing Witches for this story, and deciding which Magical Girls survive in this timeline. I'm also accepting entries for custom made characters, preferably Puella Magi, as I intend this to be a pretty big story.

Now on with the show.

**Incipio**

It is said that in science, the greatest changes come about when some research says, "Hmmm. That's odd." The same can be said for relationships: "That's not my shade of lipstick..."-warfare: "That's an odd dust cloud..." Etc.

But in this case, the subject is science. And Relationships. And Warfare.

And things are just ginormously huge and hard to grasp because space is like that.

**[x]**

"Hmmm... That's odd."

Arthur had woken up sometime in the ungodly hours of the morning to get a drink of water. It was only a few hours past midnight, and the sky was the pitch black color of a moonless night.

Arthur was a young man, handsome, with dark hair, bright green eyes, and noble features, who looked every bit the mythical king for whom he was most emphatically _not_ named. He stood, in a too-small white tee-shirt and shorts, outside his little sister's room, looking at a strange light shining out from under the door.

This wasn't the first time he had been up late at night; he had been having trouble sleeping lately, and such midnight excursions as he was presently on were no longer uncommon to him. He had seen his little sister's night light shining out from under the door before, and this was _not_ what it looked like.

This light was too blue, for one thing, and it had an ethereal, unearthly quality to it not usually possessed by photon streams produced by incandesce. If he had to describe what what his light looked like, he would say it came from a ghost, which was ridiculous, because Arthur most assuredly did not believe in ghosts.

He was considering opening the door when he heard his little sister's voice. She was whispering, but Arthur could hear her loud and clear. "I think... I think I know what I what to wish for!"

Alexander frowned. What could she be talking about? He tried decided to try the doorknob. Gingerly, he reached out and turned it. It was locked.

"_So, you've decided, then_." Arthur froze for a moment. Something, a voice, was echoing in his head. It was faint, but he could understand it. "_You've decided what you'd trade your very life for?"_

"Yes!" His sister's voice again. "I wish for the-"

That instant, Arthur made a snap decision. His sister was twelve, for crying out loud. No one should be trading their life for anything at that age, and he wasn't letting his sister die for _anything_. He slammed his shoulder into the door. The wood groaned, but held. He took several steps back, lowered his shoulder, and charged.

The door shattered on impact. Arthur smashed through the door wish a massive crash, sliding into the room. He looked up, instinctively falling into a fighting crouch, and looked around the room.

The scene before him was perhaps one of the weirdest things he had seen in his entire life.

His sister was wearing her pajamas and standing in front of her dresser. Atop the dresser, which reached to just above her head, sat a strange creature that looked a bit like an albino ferret, with two pairs of ears, a long set and a short, catlike set, and a long fluffy tail. The room was filled but a dim light, which seemed devoid of any sort of source.

"What's going on here?" Arthur demanded. "What are you talking about, trading your life?"

The creature on top of the dresser turned toward him and looked into his eyes. _"Do not interfere in this, human."_ It said, speaking directly into his mind, its soulless red eyes seaming to pierce him with their gaze.

Momentarily stunned by the creature's voice, Arthur could only look on in horror as his sister clenched her fist and pressed it against her chest.

"I wish for people to have the power to fly to the stars and stuff, just like in one of big brother's stories!" She declared, looking straight at the creature, seeming not to notice Arthur's entrance.

"_As you wish."_ The creature said, and the light filling the room flared to blinding. Arthur screwed his eyes shut and threw his arm up in front of his face.

There was a sound like shattering glass, and Arthur felt a sensation like a red-hot spike being driven into his brain.

"Maria." He muttered.

And then he knew no more.

**[x]**

Arthur walked home from the school, dejected. He had woken up on the floor of his sister's room two weeks ago, with the door fully intact and no trace of Maria in the room.

His sister showed up later that day, just before dinner. Arthur expected his parents to grill her for being absent all day, but they seemed to ignore it, even when he called attention to Maria's activities over the course of the day.

After dinner, when his parents were watching a movie, Arthur confronted Maria about the incident in her room, and her absence. She broke down in tears in his arms, muttering that she couldn't say anything. Arthur had let her go after that.

He tried to keep an eye on her over the weeks that followed, but he couldn't be everywhere, and Maria kept slipping away for longer and longer stretches of time. Last night, she had disappeared and hadn't come home. Arthur's parent's were ignoring the issue, and he was frankly waiting for the twenty-four hour mark to file a missing persons report.

What was more, he had been plagued by strange headaches since that night, and when his mind was idle, patterns would appear in front of his vision, strings of numbers and letters, bizarre symbols, and other things. They vanished as soon as he blinked, but recently they had been lasting longer and longer.

He had taken to writing down what he found in a notebook, which he was now carrying on his person at all times. He figured that his psychiatrist would like to see his exact hallucinations, when they got bad enough that he needed one.

Arthur looked up. Caught up in thought, he had failed to pay attention to where he was going, and appeared to have wandered onto a construction site. He looked around him.

The whole place was empty, despite it being only early afternoon. There was no one in sight, and-

A strange point of blackness appeared in front of him, hanging in the air. It was about the size of a quarter, and... _Growing_?

Arthur stepped forward, toward the point of blackness. He felt a strange pull toward it, but touching something like that without knowing what it was would be-

His left hand touched the black sport, went through it, and failed to emerge on the other side. Arthur tried to pull his hand back, but it wouldn't budge. He reach up and grabbed his wrist with his other hand and tried to pull it out, to no avail.

Arthur felt himself being pulled forward, and, to his horror, realized that he was being pulled into the black spot, which was _growing._

The spot expanded along all axes, engulfing more of Mark's arms as it did so. After several seconds, it had reached about the size of a medicine ball, and had already sucked in both of his arms up to the elbow. Arthur tried one more time to pull himself free. As he failed, he took a deep breath, muttered a short prayer, and dove forward into the blackness.

**...**

He hit the ground. Hard.

Arthur got up and looked around. He was standing on a path, suspended over a black void. The path twisted and turned in both directions, and Mark could see several other paths above and below him. The whole space appeared to be surrounded by a circular wall composed of multi-colored lumps of paper-mache, or maybe ice cream, and the paths appeared to be made of smaller lumps of the same material. Overhead, the walls came together in a pointed roof, like that of a cathedral, while there was nothing below.

It certainly wasn't what he was expecting.

Arthur took a hesitant step forward. The path held. It seemed firm.

"Hello?" Arthur called. "Is anyone out there?"

He voice seemed to echo in the massive space, and after a few moments, there was no response. Arthur took another step forward, and then began walking down the path.

Nothing happened for a few minutes, so he kept walking. The path turned occasionally, and Arthur had the distinct feeling that he wasn't getting anywhere. _I never thought that being abducted to another dimension would be so... Boring_. Arthur though.

He heard a distant rumbling sound. A few moments later, he heard another one.

Closer.

He turned around and began walking back the way he came, away from the sound.

The rumbling came again, even closer this time. Arthur looked back, and spotted what looked like a boulder, a rough green rock at least as tall as he was, rolling down the path toward him.

He started running.

Arthur ran until the path turned sharply, then stopped to catch his breath. Inertia would carry the boulder off the path and into the void, so he had nothing to worry about-

The boulder was slowing down as it approached the bend in the path. It rolled just up to the edge of the path before coming to a complete stop.

Then it started rolling towards Arthur.

He started running again, not stopping at any of the bends in the path. The slowing of the boulder at each of the bends was buying him time, but not nearly enough. The rock was catching up to him. His lungs were burning, and he felt himself slowing down.

Arthur rounded another corner and came to the long straightaway where he had entered this strange space. He looked around. Another path crossed just under the one he was on, but he couldn't tell how far down it was.

Was it worth trying to jump?

Arthur looked back at the boulder. Of course it was. He bent his legs and prepared to throw himself into the void when there was a flash of light and the sensation of something soft and heavy landing on his head.

For a moment, Arthur lay there, then he tried to get up, and got a facefull of frills for his trouble. _Frills_? Arthur thought, trying to look around.

There was another flash of light, and a crashing sound. The weight on his head shifted, and whatever had landed on him stood up.

Arthur turned his head, and a white-gloved0 hand appeared in his vision. Arthur grabbed the hand, which helped him to his feet.

Abruptly, he remembered the boulder. He whirled around, but only saw what looked like scraps of confetti on the path. He turned back to his apparent savior.

It was Maria, dressed in a Magical Girl Anime's idea of an Apollo space suit. It appered to be made out of loose cloth instead of rigid plastics, and fit his savior's body in a rather flattering way. There were also white and silver frills everywhere. Maria was holding what looking like a streak, silvery pistol, with smoke trailing from the muzzle. There were two more pistols strapped to her belt, along with other strange devices.

The girl herself looked like a younger, female, version of Arthur, with long dark hair vanishing into the neck of her 'suit'.

"Big brother?" She said, sounding genuinely surprised. "What are you doing in a Witch's Barrier?"

"Witch? Barrier?" Arthur shook his head. "WHAT THE HELL ARE YOU DOING HERE, AND WHAT ARE YOU DOING?"

He practically roared his second two questions, and his sister flinched at the words.

"Sorry." Arthur muttered. "But seriously, what's going on?"

"I'm a Puella Magi!" Maria declared. "It's my job to fight Witches like this one to protect the people of this town. You're in a Barrier, a pocket dimension where Witches live, and make people despair. I guess you got pulled in here or something-"

Arthur nodded.

"-and then one of the Witch's Familiars attacked you."

"Familiar?"

"The offspring of a Witch. Like miniature versions of itself, or something." Maria said, like it was no big deal.

"And... what's a Witch?"

"A Witch is a manifestation of negative emotions." Maria said. "Puella Magi, as manifestations of hope and wishes, fight them to protect people."

The pieces all fell into place. "Wishes?" Arthur said. "That's what happened two weeks ago, isn't it? You became some kind of Magical Girl or something, and traded your life for a wish." He grabbed his little sister's shoulders. "Are you a zombie or something?"

Maria laughed. "Of course not. I'm still me. Just... Better. Although, I wonder what happened to my wish."

"I don't know." Arthur said. "So how do we get out of here?"

"We can't. I need to destroy the witch, then the barrier falls apart. Apparently. I've only done this twice, and never with another person."

"So, should I stay here, then?" Arthur asked.

"No, it'll be safer to stick with me." Maria said. "Oh, and one other thing. It's dangerous to go alone. Take this."

She produced a pistol from her belt and handed it to Arthur. The two stood silently for a moment, then both started laughing.

"I can't believe you just did that." Arthur said.

"Me neither." Maria said, forcing the words through fits of laughter.

"Anyway, just point and shoot." She said, "It's pretty simple. Stay close to me, and try to keep the Familiars off my back."

Mark raised the pistol, holding it vertically next to his head. "Got it." He said.

The two set off. They encounter several more familiars among the way, all boulder-looking things like the first, but blasted them into bits without trouble.

_I can't believe I'm doing this_! Arthur thought, as he blew apart his fifth boulder.

Just then, a shadow fell over the pair. Arthur looked up, and saw what looked like the silhouette of a dragon flying over the paths. It was losing altitude fast, and seemed to be targeting the pair.

"Is that the Witch?" Arthur asked.

"Yep." Maria said, raising her pistol.

Arthur took a step away from her and raised his pistol as well. He started firing on the dragon-thing, his pistol sending beams of actinic energy shooting up toward the creature.

The thing _roared_, a massive, overwhelming sound. Arthur covered his ears with his hands, but it wasn't enough to fully block out the horrible sound. Maria seemed unaffected by the sonic attack, and kept firing on the circling creature.

The dragon fell into a dive, and as it shot downwards, Arthur could make out what it was more clearly. It appeared to be a clockwork dragon, with gunmetal grey skin broken only by the occasional visible gear, and four legs like steel girders, with heavy-duty pistons for muscles. Its wings were overlapping plates of metal, highlighted in gold.

As Arthur took all this in, the dragon flared its wings and landed on the path ahead of the pair. It roared again, a sound even more horrible than the first time, and then looked at Arthur. It opened its mouth once again, but instead of sound, a wave of fire shot out, burning over the path as it rushed toward Arthur and Maria.

Arthur turned away, shielding his face. Maria raised he left arm.

When Arthur looked back, a glimmering field of light had appered in front of them, warding off the flames.

The Dragon seemed frustrated with this development, and it folded its wings and strode forward, legs barely fitting on the path. It was the size of an elephant, with shining ruby eyes and ebony teeth.

Arthur raised his pistol and opened fire. His energy beams blew chunks off the dragon, but didn't seem to slow it down. Maria produced what looked like a rife version of the pistol Arthur was holding and opened fire with it, blowing larger pieces off the dragon.

The Witch-dragon roared again as it charged, and Arthur covered his ears. He endured the sound for a moment, but then a wave of fear washed through his body. It overcame him and he turned and ran.

He didn't make it very far. Three Familiars were rolling down the path toward him.

Shaking, he raised his arm and fired, blasting the first Familiar apart. He stepped forward, firing twice more, destroying the approaching familiars.

Arthur looked back at Maria. She had activated some kind of jetpack, and was circling the dragon, firing into it with her energy rifle as it tried to swat her out of the air.

Arms still shaking, Arthur raised his pistol and fired it at the Witch. It turned toward him as his beams burned into its hide, but before it could do anything, Maria shot out one of its eyes. It _jumped_ into the air, stretching out one arm and knocking Maria from the sky.

She struck one of the paths with a crunching sound, and didn't get up, Arthur screamed and began firing his pistol at the dragon, which spread its wings and banked over until it was flying toward him.

There was a flash of light, and bolt of energy streaked out and struck the Witch on its flank, knocking it off course and sending it crashing into one of the paths. Its wing crumpled on impact, and as Arthur traced the bolt back to its source, he saw that Maria had gotten back on her feet and was holding some sort of heavy weapon resembling a machine gun, one even larger than her rifle.

She fired it twice more, and the dragon struggled to catch itself on the path. As Maria jumped into the air, the dragon breathed fire, engulfing her. The flames died away after a second, revealing a diamond-shaped cage of light around Maria. It vanished, and she fired her heavy weapon again.

The Witch screamed as the bolt impacted, and it began to shed gears. Maria shouted something, but Arthur couldn't make it out over the Witch's roar.

As soon as the roar passed, Arthur raised his pistol and opened fire on the Witch. The monster seemed to be falling apart now, strange prices of metal falling from its body like rain.

Maria fired again, hitting the dragon in the head.

The creature lunged forward and smacked her with the side of its head, knocking her off her feet.

Arthur screamed this time, firing his pistol as fast as he could pull the trigger. The bolts tore into the Dragon, and as the creature turned to face him, it simply _fell apart_.

Pieces clattered down into the abyss below, but one black speck seemed to float serenely down to the ground on one of the paths. Arthur took a step forward, but as he did so, the scenery around him seemed to _melt_, flowing like a sandcastle under a waterfall.

And he was back at the construction site.

Maria was lying a few feet away.

Arthur dropped his pistol and rushed over to her and knelt down by her side. Her suit was badly torn, and some pieces of it were stained a dark crimson.

"No... Maria... We won... Why?" Arthur mumbled, as he pricked up and cradled his sister.

"I can't." She muttered. "It's too much. I won't... Arthur."

Arthur looked at her.

"I give you the grief seed from this Witch. You might need it. Not listen" Maria coughed, and a trickle of blood appeared at the corner of her mouth. "I called some agents about this. My wish... you remember it, right?"

Arthur nodded.

"You have to use it. Fight them. Don't let them win." Maria took a deep breath. "I... Love..."

The light faded from her eyes.

Arthur checked for a pulse. There was none. He looked up, and saw something black on the ground a short distance away.

Gently laying Maria down on the ground, he walked over and picked it up. It was about three inches long, with an oblong, egg-shaped centerpiece of silver filigree surround a swirling ball of darkness. From the narrow end of the egg, it came to a sharp point, and from the wide end of the egg, a silver dragon's head rose up.

_Is this the Grief Seed she was talking about?_ Arthur wondered, looking at the object. The he shrugged and stuffed it in his pocket, then walked over to his sister's corpse.

Abruptly, the body shimmered and shifted back into Maria's plain street clothes, which appeared to be undamaged.

Arthur was suddenly struck by what just happened. _Magic is real_. He thought._ Magic is real and my sister is dead._

He sat there and cried for a while. He cried until the suits showed up.

**[x]**

"Excuse me?" Arthur said, wiping the tears from his eyes as the two men in black suits approached. The men, one black and one white, looked like secret service agents, complete with earpieces and holstered handguns.

"Sir, we'd like to have a few words with you." The black agent said.

"This may take a while." His partner said.

**[x]**

"Huh," Fire Controlman Justin Pendrick said, narrowing his eyes at the radar screen in front of him. "That's odd."

Justin gripped the armrest of his duty station as the _USS Okinawa_ rolled with what he assumed was a particularly large wave. Of course, being in the Combat Information Center, buried deep within the ship, gave him no way to know for sure.

He rubbed his eyes and looked at the radar screen again. The _Okinawa_ had been equipped with some experimental new detection system fresh out of some lab somewhere, and he wasn't entirely sure he trusted the new equipment just yet.

Still, this time, the results were clear. He was definitely spotting a large contact, the size of a small building, hovering several hundred feet in the air.

"Captain!" He said, standing up. "I think I have something here. Anomalous contact, sending data to main display."

Captain Isaac Locke looked at the data being relayed from the radar station and paled. "Comms, get someone from the JSDF on the line. Tell them we have two large areal contacts about twelve miles away hovering over Mitakihara City Center."

**[x]**

General Kuroda Tadayoshi, JSDF, had a hard time believing the data the Americans were sending him. If it was to be believed, there was _something_ the size of a small skyscraper floating over Mitakihara City and had, if his advisors were correct, _levitated and destroyed_ six buildings in the time he had been deliberating.

"Sir, we have visual of the target, though it's a bit blurry. Putting it through now."

The screen at the front of his command center activated, revealing an image of what appeared to be a massive clockwork woman in an elaborate gown hanging upside down over the city, the storm raging around it. As he watched, a ray of blackness projected from the bottom tip of the thing, its 'head', he supposed, and struck the ground, tracked across it for a moment, then vanished. The video feed was eerily silent, but he could see several structures collapse in the path of the beam.

"Someone call the Prime Minister." Kuroda snapped "and tell the Americans to fire everything they have at that thing. I'm sure they'll be happy to."

**[x]**

"Captain Locke!" The Comms Officer shouted "General Kuroda has requested that we fire on the anomaly!"

"I have positive lock on the target, designated Sierra One." Fire Controlman Justin said "Certainly at ninety percent and climbing."

_That_ Captain Isaac thought _was awfully fast_. "Can we get through to Washington?"

"Negative." The Comms Officer replied, his fear plain in his voice. "Something about this storm is messing up all of our satellite and long range gear."

_Well then_ the Captain thought _I never thought this would happen, but I can say I haven't spent most of my adult life hoping for it_.

"Zulu time 2317." Isaac intoned, for the sake of the record. "Captain Isaac Locke, United States Navy, authorizing requested missile launch on allied nation." After a moment's hesitation, he added "authorizing special weapons release." He turned to the missile station of the CIC. "Set all Vertical Launch Systems to weapons free. Fire on my mark."

The entire CIC went silent for a moment. On the Captain's display board, several lights representing missile status flickered from amber to green.

"Launch."

**[x]**

A _Ticonderoga_ class cruiser is outfitted with a VLS system capable of carrying one hundred and twenty-two missiles of various types. At present, the _Okinawa_ was equipped with forty-two Tomahawk missiles, carrying a mixture of high explosive, thermobaric, and cluster munitions, as well as eighty Standard heavy anti-air missiles. Eight Harpoon antiship missiles rounded out the load.

Captain Isaac had launched all of them.

The subsonic Tomahawks launched first. An instant later, the Standard missiles took off, engulfing the cruiser in a cloud of smoke.

In the air, the computers onboard the missiles communicated for a moment, then moved the weapons into a complex position designed to place every missile on target within instants of each other.

Beyond that, a pair of tomahawks carried special weapons. Experimental plasma warheads, capable of putting several dozen times the energy of a normal warhead on target. They flew just above and behind the rest of the missiles, in position to take maximum advantage of their superior warheads

It took just under three seconds for the missiles to reach their target points.

Detonation.

**[x]**

"Captain!" The Tactical Officer shouted, "We have confirmed impact. Every single missile hit the target."

Captain Isaac's frown lessened slightly. "Radar, Report!"

"Sir! No aerial targets present on scopes." Justin responded, "Though we're going to have to wait for eyes on target for kill confirmation."

The Captain grunted. "Comms, what is our status?"

The Comms Officer looked up. "Sir, we still have no long range communications, though whatever was interfering seems to be fading. We should be clear within about twenty minutes.

**[x]**

_Well this_ Doctor Sugiura Akimotothought, stepping over a fallen girder, _is a rather ironic mess_. It was impossible to tell what the beam had once been a part off. However, given the oddly fused mass at one end, it was unlikely that the American missiles were the reason it was in her path.

As Sugiura rounded the corner of the building, she finally saw the _thing_ that had caused all of this excitement. It was, she supposed, rather impressive. It was probably over forty meters tall, but lying on its side and covered in missile wounds, it looked pathetically like a beached whale.

The fallen thing was surrounded by dozens of men a women in clothing of all descriptions. All sorts of machines had been set up around it on any appropriate surface available. The people surrounding the corpse moved with an absurd facade of calmness across a crazed spiderweb of the cables supporting their devices, their countless conversations overwhelmed by the constant noise of the three generations powering the makeshift field lab.

"Doctor Akimoto**! **You've arrived." She turned. A tall American man in what appeared to be full naval dress blues faced her, standing at attention, or possibly parade rest.

She turned and raised an eyebrow. "And you are...?"

"Lieutenant Jefferson, USS _Okinawa_, ship's engineer. I'm here to represent the US on this project until we can fly in someone with the appropriate expertise." He paused. "Whatever that may be. Plus, I'm _really_ interested."

The pair began to walk toward the wreckage of the monster. "So," Sugiura said, "What exactly have we found so far?"

Jefferson sighed. "A lot of things that don't make much sense." He walked over to a slightly skewed card table covered in papers. He dug through them for a moment, then picked up a packet of papers. "This," he said, handing it to her, "is an analysis of the thing, or at least as much of one as we could do given the resources on hand."

Sugiura flipped through the packet for a moment, then handed it back. She was silent for a moment. "Well." She said, turning back toward the hulk of the monster, burying the countless questions raised by the report. "I suppose we better get to work."

**[x]**

Captain Isaac leaned back in the Big Chair of the _Okinawa_. He doubted that he would be there much longer, so he figured he'd enjoy it while it lasted. He was on the phone with someone important, though he had lost track with exactly who.

"So explain to me again," the speaker said, "Why you fired every weapon your command possessed, including two experimental sub-fusion warheads, at a population center of an allied power?"

"After acquiring an unidentified target," Isaac said, launching into his fifth recitation of the story, "I contacted the command of the aforementioned power, which confirmed by observation that the unidentified target was causing substantial damage to Mitakihara City, as well as posing a significant threat to its citizens."

"We're moving the _George Washington_ battle group to your position," the speaker said, after a long pause. "Try not to start a war."

Isaac put down the phone.

_It's a little late for that_ he thought, looking out at the devastated city. _I'd say I already started a war. I just hope the eggheads can figure out just what the _hell_ I started a war with_.

**[x]**

Jefferson pressed a few keys, completing his reprogramming of the material analysis machine sitting a few feet in front of him. The machine had been 'borrowed' from a nearby university, but every attempt to use it on materials taken from the corpse of the monster.

He hadn't made a complex change, really, he was simply telling the machine _not_ to automatically reject results inconsistent with known laws of physics.

To be honest, he wasn't sure why no one else had thought of it.

**[x]**

**Mitakihara City, Corpse of Walpurgisnacht**

"Well, it's official." Jefferson said, pointing at the laptop controlling the equipment he had commandeered. "This makes no sense."

Sugiura leaned down to look at the readouts. "That's... impossible. These bonding configurations can't happen." She paused as she finished reading though the report. "Or at least simply don't happen in these quantities. This would be like-"

"Digging up a rock of pure, weapons grade uranium." Jefferson finished.

"Yes. Given that we are looking at it, though, clearly something in the old models must be wrong."

**[x]**

**White House Underground Situation Bunker Five, Present**

"So, people," Michael Wilson, President of the United States of America, said, clapping his hands. "What the hell is going on?"

"Now that they've seen the corpse... wreck... thing, the Japanese Government has retracted most of their complaints about Captain Locke's actions." The Secretary of State said, "However, public approval for the missile launch remains low in both the U.S. and Japan."

"Is now really the time to be worrying about that?" The Marine Corps Commandant said, shrugging. "I mean have they _seen_ that thing?"

"Officially, no." The Attorney General said. "However, we believe a few of the citizens of Mitakihara City managed to get pictures of The Corpse as they were being escorted out of the storm shelters, as a few admittedly poor images of it have been showing up online."

"I think it's about time to make a statement." The President said. "Prepare a statement. Release all the pictures of it, along with whatever background seems appropriate. "

"That decision shouldn't be too hard." The Secretary of the Navy said. "It's not as if we know anything about it."

As he said this, the large screen at the far end of the room turned on. It showed a blizzard of static for a moment, then resolved itself to show a plush, white, ferret-like creature standing on what appered to be a shelf filled with other stuffed animals.

"People of Earth," It said, without making a sound, "I am Kyubey."

**[x]**

All over the world, screens flickered to life on their own, or changed from whatever they were displaying to show the same image the most powerful group of humans in the world were watching. In parts of the world, the surface of bodies of water or even the sky itself changed to deliver the message.

On one jet liner, carrying two hundred and seventy-eight people, coming in for a night landing at Heathrow Airport, lost control on the final approach as the pilot's instruments changed. Shocked, the man was unable to regain control in the seconds before the aircraft crashed killing everyone on board.

"People of Earth, I am Kyubey." Its voice echo in the minds of the seven billion members of its audience. "I am what you may call an incubator. For countless millennia, we have watched your species, guided it. Everything you are is as a result of us."

The creature blinked, then continued. "For those aeons, certain matters have occurred, matters which involved only a small fraction of a percentage of your population. Now, however, actions of certain military units of the nations you call 'Japan' and 'The United States' have irreversibly revealed these events to your species, and my kind is forced to take a different approach."

"All we ask is a small tithe. Girls, in their second stage of development. Allow us to contract with these girls without interference, and maintain your society in such a way as to make this process as efficient as possible. More information will be made available to your leaders as needed."

Another pause. "Please understand that your cooperation is essential to the continued survival of the universe! There is a grave threat to the continued existence of everything, one which only we incubators can successfully fight."

"However, we understand that you humans can be emotional creatures, and so we have prepared a demonstration the consequences of failure to comply with our request. The demonstration will commence one hundred and eighty of your seconds after the conclusion of this message."

Everything went back to normal.

Three minutes later, the screaming started.


	2. Chapter 2

**Nevada Desert, Ten Weeks before Kyubey's Ultimatum**

Arthur stepped off the plane, with the two agents flanking him. The plane, a VTOL tilt-jet, had taken off from a patch of woods near where Arthur lived, and flown him for hours across the country to an empty patch of desert, where it made a landing. That patch of desert had begun dropping down into the ground, revealing a massive cargo elevator.

"Welcome to the Department of Other Investigations. Special Branch." Agent White said.

"Department of Other Investigations?" Arthur muttered. "What's that?"

"It's clear that there is something going on in this world beyond the purely normal." Agent Black said. "The patterns are there for anyone who cares to look. Disappearances, for one thing. Once you accept that _something_ is going on, you look at all these unexplained mass suicides, and so forth, and the pieces start to fall into place."

"That's where we come in." Agent White continued. "Department of Other Investigations is an Agency devoted to figuring out just what is happening in our world, clandestinely. We investigate claims of magic, alien activity, and just about everything else imaginable."

"And all of this?" Arthur said, gesturing at the elevator shaft.

"We're pretty well funded." Agent Black said.

"But if you found something, wouldn't it become common knowledge eventually?" Arthur asked. "How do you stay funded if you've never found anything?"

Agent White coughed. "We spend most of our time as errand boys for the CIA. It's not our intended purpose, but it pays well."

Arthur closed his eyes for a moment. "And how did Maria come into contact with you?"

"We are in the phone book." Agent Black said. "She spent long enough navigating the phone trees until she found one of our operators. She sent us a video of herself doing magic, and when our computers said the video hadn't been tampered with, the Department sent us to investigate."

"Unfortunately, you sister passed away before we could arrange a more substantial meeting." Agent White said.

"Yeah." Arthur muttered, his fingers brushing across the handle of the pistol his sister had given him. For some reason, it hadn't disappeared like the rest of her Magical Girl paraphernalia, and the agents had given him a holster for the weapon on the plane.

Arthur couldn't shake the feeling that, whatever happened, he was the one who had gotten his sister killed. If he hadn't run away when he had, maybe she wouldn't have gotten hit. Maybe he could have taken the hit for her or... Something.

He was shocked out of his thoughts by the elevator dropping out of the shaft and into the main hangar space. Arthur looked around in amazement.

Tilt-jet aircraft with folded wings like the one he had arrived on sat in neat rows on both sides of the elevator. As they dropped lower, Arthur could see dozens of people scurrying around the hanger engaged in a variety of tasks. The sound of machinery was clearly audible, and a massive banner bearing a seal of an eagle holding a telescope hung from one massive wall.

The elevator reached the ground and settled into place, rocking its occupants. The two agents stepped forward, White beckoning Arthur to follow.

They walked forward, following a path through the bustle in the underground hanger. An elevator rose in another part of the room, carrying a tilt-jet bound for parts unknown.

After walking for more than a minute, the trio came to a man in a suit standing at parade rest. A bubble of calm seemed to surround him, and as he stepped forward, the bubble moved with him.

Arthur and the two agents stepped into the region of calm surrounding the man, and Arthur got a better look at him. He was rather short, with brown hair and a plain, unassuming face, with a slight smile on it. He had a pair of shiny glasses on, which he adjusted as he looked intently at Arthur.

"Hello, Mr. Roberts." The man said. "I am Director Gray. I run this little... Organization. I understand, at least as well as most people could, what has happened to you. Now, I understand that you have something that our research teams might be very interested in."

Arthur reached into his pocket and removed the Grief Seed. He hesitated for a moment, then handed it to the director. _It could be dangerous, after all_ Arthur thought, _and these people will probably have a better idea of what to do with it than I will._

"Thank you." Director Grey said. "I'll take this down to Research immediately. Now, I'm sure that you want some time to rest and recover after what you've been through, but if what your sister told us was even partially true, we'll need to start debriefing you in the morning.

Arthur nodded. He definitely needed some time to just... Sleep. "Thank you." He muttered.

Director Grey smiled, then looked at Arthur, with eyes that seemed to look straight through him. "But tomorrow, we must discuss the contents of your sister's wish."

**[x]**

Arthur lay in bed in a room granted to him by the Department of Other Investigations. It was a drab and, being underground, completely lacked windows, but despite that, the bed was rather comfortable.

However, Arthur didn't feel able to fully enjoy it. His sister was dead. His sister was dead, and it was his fault. He had run away. He couldn't stop replaying the scene in his head. If he hadn't run away, he was sure that he could have done something to protect her. He could have shot the dragon, or taken one of the attacks meant for her or... something.

_But what do I do now_? Arthur wondered, staring up at the ceiling. He supposed he should try to contact his parents, but he just didn't feel like that was the right thing to do. _I don't think I could handle the guilt, though_. Arthur thought. _Besides_ _I might be able to do more good here at Other Investigations than I ever could back home_, he thought, rolling over and reaching out a hand to the pistol, taken from Maria, that rested on his nightstand.

_I could avenge her._

**[x]**

"So," The tall man said. He had the pale skin of someone who rarely saw sunlight, and faint bags under his eyes. "I'm Anderson, the Chief of Science her at Other Investigations. Nice to meet you."

"Likewise." Arthur said, though it was clear his heart wasn't really in it.

"So, according to the report your sister filed, her wish was for technology, and you were there when she made her wish with this... Kyubey, correct?"

"Yeah, that's right." Arthur muttered. "Though I didn't know the rat thing was called a Kyubey."

"You sister's report was quite exhaustive." Anderson said, sounding proud of the fact. "And while some details remain mysterious, that makes sense. We are Other Investigations, After all."

Arthur shrugged.

"I had a look at the object you brought us last night." Anderson said. "It was quite interesting, though so far I have been unable to stimulate a response from it. Such a strange object. It was called a 'Grief Seed', correct?"

"That's what she called it."

"Excellent. An Excellent name." Anderson said, and steepled his fingers. "Now, about your sister's wish. It was for technology, correct?"

"Yes." Arthur said. "But I don't see any railguns or jetpacks, so I don't think it came true."

"I wouldn't be so sure." Anderson said, reaching into the pockets of his lab coat and removing a notepad and pen. "Now, what do you know about the Westinghouse Equations?"

**[x]**

Arthur came too. It was a slow process, and a painful one. His head pounded like a giant and been hammering on it, and his vision was swimming. He thought he could make out two figures standing over him, but he wasn't sure. He could hear voices around him, but he couldn't quite make them out.

176 pulses of the slow, painful beating in his head, later, Arthur's vision had cleared enough for him to make out Director Grey and Anderson looking down at him.

"What... happened?" Arthur muttered, blinking his eyes in a vain attempt to clear his vision.

"Congratulations, son." Anderson said. "You solved the Westinghouse Equations."

Arthur's eyes started to clear. He appeared to be lying on the bed in the room given to him by Other Investigations.

"What do you mean?" Arthur asked, rolling his head on what he was only now starting to realize was the ground. "I don't even know what they are."

"That notwithstanding, you presented a satisfying answer to the equations." Anderson said, sounding excited about something. Arthur didn't think anyone should be allowed to be excited when his head hurt so much. "It took you nearly half an hour, but you did it."

"Ok, so they're a big deal." Arthur said. "But what are they?"

"The specifics aren't important," Director Grey said, "But the equations have to do with plasma, radio waves, gravity, and electricity."

"The Westinghouse Equations-" Anderson began, but Grey cut him off.

"Not the time." Grey said, and made a slicing motion.

"Anyway, I need to write a paper on his." Anderson said. "That prize is as good as mine."

"What prize?" Arthur asked.

"One of those Swedish ones." Grey said. "I'm sure it's some kind of scientist thing. In any case, now that your value is clear, I'm afraid that we can't be letting you leave."

"What... What do you mean?"

"You solving the Westinghouse Equations proves that your sister's wish came true," Grey said, pointing a finger at Arthur's head, "In there. We have no idea what other knowledge may be hiding in your skull, and we can't let you leave until we do."

"What if I don't want to stay?" Arthur asked, confusion plain in his voice.

"I hope it doesn't come to that." Grey said. "We'll give you some time to recover, but them we will have to debrief you about what you encounter in that... What did your sister call it? That Barrier, and the 'Witch' you encountered there."

"Why?" Arthur asked. "It doesn't seem to be a big deal, I mean, wouldn't we have noticed something if it was?"

"_We_ have noticed something." Grey said. "The general public has not. They have, I suspect, been normalized to the disappearances."

"Disappearances?"

"Like you would have become, had your sister not intervened, I imagine." Grey said. "From what your sister told us, I believe they are people trapped in these 'Barriers' and killed by the resident Witches. Of course, that is just a hypothesis, but the disappearances are real enough."

"To many to blame on some crime syndicate, I'd imagine." Arthur muttered.

"Not only that, but too uniform." Grey said.

"So how do I figure into all of this?" Arthur asked. "Why do you want my knowledge and to know about this Witch so badly?"

"Why, to make weapons to fight them, of course." Grey said. "I hope you don't think I'd be content with some unknown species preying on humanity. We need to stop this, and to do that, we need your help."

Anderson looked down at his wrist. "I have several experiments running on that Grief Seed, and I need to go check on them. You'll have to excuse me."

"And I'll let you rest." Grey said. "But I hope you'll consider helping us."

The two men turned and left.

_I hope you don't think I'd be content with some unknown species preying on humanity. We need to stop this, and to do that, we need your help._ Arthur though back to Director Grey's words. When he put it like that, was there even a choice?

**[x]**

**Department of Other Investigations Base, Nine Weeks before Kyubey's Ultimatum**

Arthur stood on a balcony overlooking the D.O.I. Hanger, leaning on the railing at the edge of the overlook. It was, for whatever reason, a nice place to unwind and relax, despite, or perhaps because of, the hustle and bustle below. The hanger seemed busier than it was when he had first arrived, which Arthur figured made sense. D.O.I. finally had a fish on the line, so it made sense that they'd be calling up the reservists.

He had spent the last week being interrogated about his sister's wish, to no avail. There were no more great breakthroughs like the first one.

The door leading to the Balcony opened, and Director Grey entered. This was the first Arthur had seen of him since he'd solved the Westinghouse equations, and the man looked like he hadn't gotten enough sleep in the intervening week. He was wearing the same suit as he had that day, and he had a grave look on his face. He adjusted his glasses before he began speaking.

"I have disturbing news." Director Grey said. "Anderson has gone insane, as have two of his lab assistants. We believe his studies into the Grief Seed is to blame."

Arthur turned around slowly. "What?"

"I wanted to deliver this news in person, as you may feel you have a personal connection to this news." Grey shook his head. "However, not all is lost. Before his... incident, Anderson made significant progress into using your solution to the Westinghouse Equations to produce a weapon to fight the Witches."

"What kind of weapon?" Arthur asked.

"Come with me." Grey said, becoming Arthur to come toward him.

Arthur complied, wondering what was going on. He and Grey walked out of the Balcony, and were joined by two bodyguards. They came to a small electric car waiting on an underground track, one of the type used to navigate the underground base.

"What are you doing with the Grief Seed?" Arthur asked.

"We're sealing it in concrete," Grey declared, "And burying it in the deepest vault we have."

Arthur sighed. There went his sister's last gift. He had driven a great scientist insane my bringing it here, and now it was coming to naught. As they boarded the car with the bodyguards, Arthur sighed. _Can I do anything right_?

They drove for a while, longer than Arthur would have expected possible. The base must have been bigger than he expected.

Eventually, they came to a door, guarded by two men wearing battle dress uniforms and carrying assault rifles. The door itself was heavy, and looked strong enough to withstand a shot from a tank cannon. Grey began entering something a keypad next to the door, and after a moment, the door slid open silently. Grey gestured Arthur forward.

Arthur walked into the door, and found himself on another balcony. This time, he was overlooking what appeared to be a scaffold that rose to level with the balcony.

"What am I looking at-" Arthur began.

"This is Seraph Assault Vector-01, our prototype weapon for bringing the fight to the Witches." Grey said. "In layman's terms, a giant robot."

"There is no way you starting building a giant robot in what, like a week?" Arthur said. "These things are..."

"We may have had some contingency plans." Grey said, with a slight smile. "In any case, we are calling in specialists in every field imaginable to help us get this thing ready. I'd say we should be ready for field tests in about three months."

"There's no way that's possible." Arthur said. "The F-35 took years to develop, and that was much less complicated that this has to be."

Grey smiled.

Arthur sighed. "Why are you showing this to me?" He asked.

"Because we want you to know what you're helping with." Grey said. "You are a critical component in a-"

"I want to be more than that." Arthur said, something igniting in his eyes. "I want to pilot it."

"What?" For the first time since Arthur had met the man, Grey seemed surprised. "We should let someone who-"

"Knows what they're doing pilot it?" Arthur asked. "No one knows what they're doing. This is a mech, and I'm not even sure why you're building one, but there isn't a person in the world who knows anything about piloting this thing. So I'm as good a choice as anyone, right?"

"Well, you aren't-" Grey began, but Arthur cut him off.

"I'll enlist, or go to OCS, or do whatever it takes to get in that cockpit." He said. "They took my sister, and I'm going to fight back."

Grey closed his eyes. "We'll see what your aptitude for piloting seems to be." He said. "If you seem likely to be good at it, I'll let you try. But the military may want you to sign up, once we go public with this thing."

"Fine." Arthur said. "What do you need me to do?"

**[x]**

**Hours before Kyubey's Ultimatum**

With a groan, Maim Tomoe pushed a piece of roofing material off herself and sat up.

Mitakihara city was trashed. Wrecked buildings and broken glass were the only things visible as far as the eye could see. That made sense, she supposed, given the massive storm that Walpurgisnacht had summoned, but some of the wreckage, like the piece that had covered her, looked like it had been damaged by fire, not something frequently seen in a typhoon.

She look to her left. Kyoko was sitting on a crooked, waterlogged couch, still in her Magical Girl costume, eating what appeared to be an apple.

"You're alive." Kyoko said, looking at Mami and taking another bite of her apple. "I'm glad."

"What happened?" Mami asked, looking around at the destruction. "I just remember a flash of light and- Nothing."

"We were fighting Walpurgisnacht." Kyoko said. "We were probably losing. Then it started raining missiles."

"Missiles?" Mami exclaimed. "Did Homura do something?"

"Too big to have been her." Kyoko said. "These would have to have been ship or truck launched. I doubt they would have fit in her shield."

"How do you know about missiles?" Mami asked, eyeing Kyoko.

Kyoko shrugged. "A girl has her interests."

Before Mami could respond, a pile of rubble shifted, and Sayaka stood up out of it.

"I'm alive?" She muttered, sounding surprised. "What happened?"

"Walpurgisnacht. Missiles. Town trashed." Kyoko said. "Beyond that, Mami and I are still trying to figure out."

"I'm alive."

All three Puella Magi look around. The voice sounded a lot like-

Houmra was standing just behind Mami. Her hair was slightly disheveled, but other than that, she appeared no worse for the wear. Unlike the others, she had shifted back into her street clothes, which were completely undamaged.

"Glad to see you made it, Homura." Mami said.

"Did we do it?" Homura said, suddenly sounding frantic, at least by Homura standards. "Is Walpurgisnacht dead? Did Madoka contract?"

"I don't think so." Sakura said. "I don't think she left the evacuation shelter."

Homura let out a sigh of relief. "I... Did it."

"Hey! I've got some live ones over here!" A male voice called. The magical Girls all turned and saw a yellow-vested rescue worker crest a hill of rubble, waving what looked like a metal detector over his head.

**[x]**

"Name?" The board-sounding clerk said,

"Kyoko Sakura." Kyoko said. She, along with the other survivors of the attack, were being processed to determine who survived.

"You're not in our database." The clerk said.

"I was traveling." Kyoko said.

"Fine. You can go."

Kyoko walked over to the other Puella Magi, all wearing their street clothes. Homura seemed on the verge of tears.

"What's her problem?" Kyoko asked, pointing at Homura.

"I don't know." Sayaka said. "She keeps muttering that she finally save Madoka. I don't really get it, but whatever. The forces of justice triumph over evil."

"I suppose they do." Kyoko said. "Now that Walpurgisnacht is dead, though... I don't know? What do we do now?"

"Walpurgisnacht. That a good name." An American-accented voice said. The girls turned and saw a man in a U.S. Navy uniform approaching them. "I may have to suggest we use that on the official reports. Anyway, if you girls are looking for something to do, you could help out Dr. Akimoto and I investigate the thing that attacked this town.

"What do you mean?" Kyoko said, "and who are you?"

"Lieutenant Jefferson, USS _Okinawa_, ship's engineer." He said. "And there's a massive corpse sitting in the middle of the town, shot full of holes from the old girl's missiles."

"What do you mean, a corpse?" Kyoko asked, sounding suspicious. "I don't think that- never mind. I thought it was a typhoon that destroy the town."

"Nope.' Jefferson said. "You came under attack by some kind of alien, and we're investigating it now. We need help moving some equipment into place, and the _Okinawa_ can't spare any more sailors."

The Puella Magi all shared a knowing look.

"We'll help." Mami said, after a minute. "I'd like to know more about whatever did this to us."

**[x]**

Madoka Kaname looked up at the massive corpse in amazement. To think that this was the creature that had plagued Homura for so long, forcing her to repeat the same month over and over again.

Madoka was still thinking over the fact that Homura had done so much for her. It was almost impossible to fathom-

Arms wrapped around her. Madoka turned her head in surprise. It was Homura, resting her head on Madoka's shoulder.

"I finally saved you." She muttered. "Finally."

Madoka wasn't sure how to respond. She caught sight of the other three Magical Girls approaching her, led by a man in a U.S. Navy uniform. Homura detached from Madoka and walked over to him.

"Is your ship the one that defeated his Witch?" She asked.

"Yeah, but we had some new tech. That was the only reason that we were able to see the monster, what, what did you call it?"

"Who developed this technology?" Homura asked, ignoring Jefferson's question.

"I don't know." Jefferson said. "Rumor has it some boy in a lab in Nevada somewhere did it, but I don't know anything concrete."

"I must find him." Homura said, and started to turn away.

Jefferson grabbed her shoulder. "What did you call this thing, and why do you sound so familiar about it?"

Homura said nothing.

"I think I need to report this to the Captain." Jefferson said.

**[x]**

Arthur stepped out of the emulation pod for the Seraph. "How'd I do?" He muttered, exhausted from the twelve-hour simulation process.

Abruptly, a bucket of something cold washed over him, instantly soaking him and chilling him to the bone. He looked around in confusion.

"Congratulations." Richardson said, putting down an empty bucket.

"You made the cut." Stevenson said, barely able to keep the grin off his face. "The Director talked with a congressional council, and got several billion dollars to really get the Seraphim project off the ground. And you're our first test pilot."

Richardson and Stevenson were two scientists working on the development of the Seraph Assault Vector. They were overseeing Arthur's testing and Pilot training, and were monitoring his training.

Arthur nodded, then looked around. The testing chamber was empty, a far sight from how it had been at the beginning of the test. "Where is everyone?"

"Something happened in Japan." Stevenson explained. "We think another Witch attacked a city there, but the _USS Okinawa_ engaged it with some of the experiential weapons we've developed here, and destroyed it."

"And what happened after that?" Mark said. "Why is everyone gone?"

"Captain Isaac, the C.O. of the _Okinawa_, reported that one of his sailors working on shore found more Magical Girls." Richardson said. "Director Grey is in the situation room, and most of the staff are preparing their departments in investigate. We've got pieces of the Witch, or whatever attacked, already in flight here."

"Will we need the Seraph?" Arthur asked.

Jefferson shook his head. "It's not ready yet." He said. "It'll be two more weeks, at least.

"But why would one of them come out of its Barrier and attack like that?" Arthur asked. "What makes this one different?"

Stevenson gave him a blank stare. "Dude, none of us actually know anything about this.

The lights all went out at once, plunging the room into complete darkness.

"What's happening?" Richardson said.

"Where's the emergency power?" Stevenson asked.

Abruptly, all the readout screens in the control console flickered on. The Image of the creature that Arthur had seen in Maria's room appeared on the screen.

"People of Earth, I am Kyubey." Its voice echo in the minds of its audience. "I am what you may call an incubator. For countless millennia, we have watched your species, guided it. Everything you are is as a result of us."

"What's going on?" Arthur muttered.

"I have no idea." Stevenson said.

The creature blinked, then continued. "For those aeons, certain events have occurred, matters which involved only a small fraction of a percentage of your population. Now, however, actions of certain military units of the nations you call 'Japan' and 'The United States' have irreversibly revealed these events to your species, and my kind is forced to take a different approach."

"What is he talking about?" Stevenson whispered.

"All we ask is a small tithe. Girls, in their second stage of development. Allow us to contract with these girls without interference, and maintain your society in such a way as to make this process as efficient as possible. More information will be made available to your leaders as needed."

Arthur's fist clenched. There was no way he was letting this Kyubey take more girls like it took his sister.

Another pause. "Please understand that your cooperation is essential to the continued survival of the universe! There is a grave threat to the continued existence of everything, one which only we incubators can successfully fight."

"What is he talking about?" Richardson muttered.

"Hell if I know." Stevenson replied.

"However, we understand that you humans can be emotional creatures, and so we have prepared a demonstration the consequences of failure to comply with our request. The demonstration will commence one hundred and eighty of your seconds after the conclusion of this message."

The screens went blank. A moment later, the lights came back on.

"What just happened?" Arthur asked. "Did we get hacked?"

"I don't know." Stevenson said, walking over to one of the consoles and activating it. He looked through it for almost a minute before he said, "It looks like we haven't been compromised, but I can't say for sure. I'm not a cybersecurity expert."

Richardson walked over to a box attached to the wall in the cornier. He entered a password in the keypad next to the box, then pulled the front of the box.

Inside were guns. Lots of guns.

Arthur spotted five M16 assault rifles, their distinctive carrying handles visible. Five pistols were in a neat row across the bottom of box, and clips filled every spare space in the box. Richardson pulled out an M16, checked the mag, and tossed it to Stevenson. He repeated the process, and tossed the rifle to Arthur.

Arthur nearly fumbled the catch, managing to gain control of the weapon at the last second. He looked down at the weapon in his hands. "Why are we breaking out the long guns?" He asked, sounding slightly confused.

"Because whatever that just was, it may be a precursor to an attack." Richardson said, tugging on bottom of the magazine in his rifle. "And I want to be ready."

"You really think this base is going to come under attack?" Stevenson said. "This is a secret location. There's no way that-"

Everything shook slightly, and dust fell from the ceiling.

"I think we may be under attack." Arthur said, checking the magazine on his M16. He had shot the assault rifle before, with his father, but that was a far cry from having any idea what he was doing with it. He knew firearms safety, though, as well as the basic of using an assault weapon.

Richardson removed the back from the gun locker, revealing tactical vests. He put one, on, then tossed one to each Stevenson and Arthur. Richardson then began removing magazines from the gun locker and putting them into place on his vest.

"Everyone grab as much ammo as you can carry." He said. "We don't know when we'll have the chance to stock up again."

Arthur complied, grabbing twelve magazines from the locker and sliding them into pockets on his vest. They were heavy, but his he was about to walk into a war zone, he wanted all the ammo he could carry, to make up for his lackluster aim.

The two technicians loaded up as well, and each person grabbed a pistol and several magazines of those as well. Arthur took a few steps, feeling the weight of the full load as he walked. It was heavy, but manageable.

It took the group several minutes to load up, and by the time they were fully loaded, something had occurred to Arthur.

"Where do we go now?" He asked, sliding the last magazine into his vest and closing the Velcro strap over the pouch. "Do we have an evacuation plan?"

"Yeah, we make our way to an evacuation rally point." Richardson said. "But I'm not sure-"

The distinctive rapport of gunfire echoed in the distance. The three men all looked at each other.

"We've got to get out of here." Stevenson said, running over to one of the terminals. He did something for several seconds, then said, "Done. I've wiped the hard drive. That should make it harder for them to get anything from this machine."

"Good thinking." Richardson said. "Remember, only point your gun at something you want to destroy, account for muzzle rise, and don't waste ammo. Now, let's move out."

More gunshots echoed in the distance as Stevenson walked over to the door and opened it. Richardson swept the muzzle of his gun across the open door as soon as the door hit the wall, but there was nothing there.

The trio advanced out cautiously, attempting to cover each other, with limited success.

"Which way?" Arthur asked.

"This way." Richardson said, pointing to the right.

The trio checked their backs, then began to advance slowly in that direction. When they came to the corner, they heard more gunfire, closer this time.

_What's going on?_ Arthur wondered. _And who's attacking us_?

The sound of childish singing echoed around the next corner. All three men raised their assault rifles. Whatever was producing the sound was getting closer. Stevenson looked at Richardson, uncertainly clear on his face.

A shadow slid around the corner. It looked like the silhouette of a child, features impossible to make out, but it stood upright, walking toward them, the singing sound issuing from it.

Arthur had seen enough weird shit. He shot the thing. His M16 roared three times, and the burst of bullets tore into the advancing creature, knocking it backwards and sending shadowstuff flying.

Richardson and Stevenson fired a moment later. Each of them fired six bullets into the thing, knocking it off its feet in a spray of shadowstuff. It fell to the floor, hard, then exploded in a burst of darkness. The lumps of shadowstuff lingered for a moment, then vanished, and the way ahead seemed clear.

Arthur looked to Richardson for direction.

"I guess we keep moving." Richardson said, after a moment of thought.

"What the hell was that thing?" Stevenson muttered.

Arthur shook his head. "A Familiar, maybe. My sister mentioned something about them. If they're here, then there's probably a Witch nearby, but that's really all that I know."

Richardson shook his head. "Pity your sister didn't tell us more about these things."

"I'm sure she told you everything she knew." Arthur said. A dreadful thought occurred to him. "That Kyubey thing said that there would be a demonstration. What if this attack isn't an isolated incident? What if this is a general offensive?"

"Then we're in deep trouble." Richardson said gravely. "This country isn't set up to resist a direct attack, and much of our military is on leave, in reserves, or abroad. If this is a broad offensive..."

"We need to get to somewhere where someone will know what's going on.' Arthur declared. He could fell his fear ebbing away as he spoke, overcome by the need to stand and take action. "Will the evacuation station coordinator know what's happening?"

"Probably." Stevenson said. "This base is pretty heavily wired up. They should be feeding the evacuation coordinator information on what's happening."

"Then let's keep going there." Arthur said. "I mean, should we keep going there, then?"

Richardson nodded.

The group took off at a trot down the hallway. They rounded a corner, and spotted two Familiars standing over a fallen woman in a lab coat. She lay in a puddle of her own blood, and the Familiars were both making a singsong sound, slightly out of tune with each other.

"Waste em!" Stevenson shouted, opening fire with his assault rifle.

Arthur and Richardson fired more carefully, each placing a burst in the upper body of one of the shadow familiars. They went down to the human gunfire, both exploding in a burst of shadows.

"Let's keep moving." Arthur said.

**[x]**

Tomohisa Kaname was a simple man, with few desires in the world. He loved his wife, Junko, his children, Madoka and Tatsuya, and he loved his well-kept home.

So naturally, when some giant alien monster came through and wrecked the entire city, he was understandably upset.

Then, his daughter wandered off with some friends, and the last he heard, she was helping some America sailors with... something. He was somewhat worried about this, but trusted his daughter not to do anything stupid.

Now, however, some alien ferret he had a sneaking suspicion he had seen somewhere before came on the TV at the refuge center, demanding that humanity surrender to it and present girls as a tithe. He didn't know what was going on, but if there was a chance that people would want to stop girls from contracting, it couldn't be a good thing.

Now, he was trying to figure out what was going on. It had been a few minutes since that 'Kyubey' thing's broadcast, and Tomohisa was looking for his daughter. He was wandering through the devastated cityscape, with piles of rubble that looked to have been cleared by bulldozers all over the street.

A gunshot echoed. Tomohisa froze. _What was that_? He thought. It sounded a lot like a gunshot from TV, but the only ones with guns around here were the police, and the America sailors on shore helping with disaster recovery, and the soldiers who had been flown in, and-

Three more gunshots. Then a scream. Tomohisa walked forward slowly, toward where the gunshots had come from. There was a destroyed store on the street corner blocking his path, and as he rounded the corner, he saw something horrible.

A creature, which looked like a massive rat, with bat wings and cat ears, was chewing on the corpse of a police officer, who lay spread eagle, his gun in on hand, and a massive wound decorating his chest.

The creature turned its head toward Tomohisa. He looked around frantically as he stepped backwards. His eyes fell on what looked like a street sign, with a lump of concrete attached to the end.

Tomohisa grabbed the signpost as the creature spread its wings, hissed, and jumped towards him, beating its wings once as it did so. Without hesitation, he swung the sign, smashing the lump of concrete into the skull of the creature.

It struck with a sickening _think_, and smashed in the creature's head. There was no blood, and the tissue appeared to simply deform around the impact. It dropped, falling to the ground with a slight squeak.

Tomohisa looked down at the dead creature in front of him, then dropped the signpost and stated at his own hands.

The signpost was rather heavy. His hands kinda hurt.

He walked forward and picked up the dead officer's firearm. The man would have no further use for it, and Tomohisa Kaname _would_ defend his family.


	3. Chapter 3

Madoka looked around in confusion as the distant sounds of gunshots echoed from the mainland. She and the four Magical Girls were standing on the deck of the _USS Okinawa_, meeting with the Captain of the ship. He had been asking them questions about the war effort so far, and had stepped inside to make a call when Kyubey had appeared on all of the girl's phones to deliver his ultimatum.

She and the other girls had listened, shocked into silence as the Incubator delivered his speech. They all remained quiet for a few seconds after it was over, the silence eventually broken by Kyoko saying, "There's no way they're going to give into that, right?"

"I don't know." Mami muttered.

Minutes later, the sounds of gunfire had started drifting across the town to the ship.

"What is that?" Madoka said.

"That's not rioting." Homura said. "The gunfire is coming from too many places and started too suddenly."

"Then what is it?" Sayaka asked.

"It's an attack." Homura said, and offered no further elaboration.

The Captain of the ship burst onto the deck. "We're under attack." He said, sounding out of breath. "Monsters are appearing all over the city, attacking people at random. The police and soldiers are fighting back, but there aren't enough of them.

"We have to go help." Sayaka said, reaching for her soul gem.

"No." Captain Locke said. "Do you see those?" He said, pointing at the turrets at opposite ends of the ship. "Rapid firing five inch guns. We'll ameliorate the situation on the ground with those. Once we do, those monsters will come for this ship. If you girls are really Magical, then prove it. Protect my ship from those monsters until my guns and improve the situation on the ground."

"But what about the people out there?" Sayaka said. "Don't we have to protect them?"

"You may be a Magical Girl." The Captain said, "But you're still human. There's only so much you can do out there. My guns, on the other hand, can do a lot, across the city. One thing they can't do, however, is close-in defense. For that, I need you. Now, do you understand?"

"Yes sir!" Sayaka said, snapping a quick, passable salute. With a flash of light, she transformed into her Magical Girl from, and drew her saber.

The other girls looked at each other. Then the forward gun _boomed_, sending a shell screaming at twenty-five hundred feet per second into Mitakihara City. Mami nodded, and transformed. Homura and Kyoko did likewise.

"Wow." Captain Locke said, staring at the Magical Girls. "Um, thanks."

Madoka raised a hand. "What do you want me to do?" She asked.

"I'm going to the CIC." The captain said. "You're welcome to come with me."

"What's a CIC?" Makoda asked.

"It's the command center for the ship." Homura said. "It's where the captain can receive all the information about the battle and make all the decisions about what the ship will do."

Mami looked at Homura, narrowing her eyes. "How do you know that?"

Homura said nothing.

Captain Locke turned around and began climbing into the hatch leading deep into the ship, and, hesitantly, Madoka followed him into the ship. As she did so, one of the ship's guns roared again.

"Our rate of fire is currently limited by available targets." The Captain explained, as they walked down a long hallway. "In other words, we can only shoot as often as we know where a group of Familiars are. We've launched a recon drone to improve the situation, but what we really need is to get in contact with the people on the ground to have them sport for us. Unfortunately, other than a handful of Marine and JMSDF Naval Infantry units with communicators, we don't have much in the way of ground spotters."

"What about cell phones?" Madoka said, both of the ship's guns firing in unison as she spoke.

The Captain looked at her for a moment, then blinked. "That might work." He said. "If we send out a general advisory with a number for this ship, then have people report their locations and use compass apps to determine the direction to the location of the enemy..."

The Captain bolted down the hallway into a heavy door labeled CIC. Madoka hesitated for a moment, then followed him in.

"It could work, captain." A voice said. "I'll get on it."

Madoka watched as a uniformed man saluted the Captain, then walked past her, out of the CIC.

"Our Cyber Warfare officer thinks that your plan might work, Madoka." Captain Isaac said. "You could have saved a lot of lives with that."

Madoka blushed at the praise. It was probably the first time she had ever saved someone's life, and it felt strange. Good, but unusual.

"What can I do to help now?" She asked.

"You're not a... Magical Girl, right?" Captain Locke asked. Madoka shook her head. "Then nothing." He put his chin in his hands. "Tell you what. You can sit down in the commodore's chair and watch the battle."

"Ok.' Madoka said. "Um... Where is it?"

"It's over there." The Captain said, pointing at one of two unoccupied chairs in the room.

Madoka nodded, then walked over to the chair and sat down as the ship's guns roared one after another.

"Feed from the drone coming online now, sir!" A man announced, and the large board in the front of the CIC lit up, showing a map of what looked vaguely like Mitakihara City.

"Highlighting targets." Another man said, working furiously at his keyboard and trackball. As he did so, red dots appeared onscreen, each with a label and several tactical annotations.

"Fire on the largest concentrations first." Captain Locke said, remaining calm. "Fire for maximum effect, ground impact shells."

"Not ICM, sir?" A voice asked.

"There are civilians out there." The captain said. "We can't risk the spillage."

Madoka wondered what ICM was, and why it might have spillage. She supposed that Homura might know. She wondered what Homura was doing.

"Sir!" A sailor shouted. "Enemies approaching the ship over water!"

Captain Locke sucked in a deep breath, face grim. "All hands." He said. "Prepare to repel boarders."

**[x]**

Homura drew a Light Machine Gun from her shield and fired it into the sea, which was boiling with Familiars. All manner of creatures, some more suited for it than others, were swimming toward the ship. They had charged into the water as soon as the _Okinawa_ had fired its first shell, annihilating a group of rat-bat-cats feasting on fallen civilians.

A long series of bangs rang out as Mami fired a full volley of her muskets into the approaching creatures. "I won't be able to hold them off much longer!" She shouted.

"We're going to have to go to hand-to-hand soon." An American sailor standing next to Homura said, firing a burst from the machine gun he was manning. "They're too damn many of them."

"Bring it on!" Sayaka shouted, firing a grenade into the ocean as the ship's guns roared. She lacked any magic suited for the first stage of the battle, so she had been given a human weapon from the ship's armory.

"I'd rather not, all things considered." Kyoko said, extending her spear forward, the chains between the section rattling, and impaling a particularly large rat-cat-bat. "CQB is going to be ugly."

"They're starting to climb!" A sailor shouted. Homura ran toward the source of the voice. Homura was vaguely concerned with this development, but nothing could touch the elation she felt. After nearly eight years of trying, she finally saved her friend. Madoka had made it through Walpurgisnacht without contracting. Sure, things might be going downhill from there, but she had finally beaten her no-win scenario.

As Homura reached the shouting sailor, she saw that a group of Familiars resembling Frogs had begun climbing the side of the ship, with the rat-cat-bat things clinging to their backs. They were acting strangely for Familiars, but as Homura brought her LMG to bear on the attackers, that wasn't the first thing on her mind.

She fired a long burst from her gun, dropping several of the climbing creatures. Two sailors with rifles joined her at the gunwales, firing down into the climbing creatures.

The frogs melted into the ocean as they died, dropping the rat-cat-bat things clinging to them. However, the enemy was attempting to climb everywhere, and were making rapid progress, even against the storm of automatic weapons fire opposing them.

**[x]**

Sayaka dropped her grenade launcher and drew her blade as the first of the Familiars crested the railing of the ship and dropped onto the deck. She charged forward as the sailors fell back from their positions at the railing, one of them not making it back far enough and being dragged to the deck by a massive, hideous green frog thing. Sayaka didn't watch as he screamed, and then was silenced

She went to work avenging him, slicing into the frog think with her saber. Pieces of it flew as she cut furiously, then she turned to face the next Familiar, a rat-cat-bat thing, and stabbed it in the gut.

She cut through the Familiars, cutting them down one after another. American sailors fired rifles from near the center of the ship in support of her, striking down further monsters.

Sayaka was doing pretty well, actually, until a rat-thing sliced open her back with its claws. She whirled around, spraying blood, only faintly feeling the pain as her magic knitted the edge of the wound back together.

She executed the Familiar as it recovered from its attack, then turned and killed another. Sayaka cast a glance over toward Mami, who has summoned a forest of muskets and was dancing through them, grabbing one after another and gunning down Familiars.

Sayaka turned her attention back to her fight as a Familiar advanced, a rat slicing toward her with its claws. She parried the blow, then countered, gutting the rat.

"We've been killing Familiars for a while now!" She shouted to Mami, "When will one of the witches show up?"

"I don't know!" Mami shouted back, shooting another frog-thing with two muskets. "Hopefully soon!"

**[x]**

Tomohisa shot a frog familiar in the head twice, dropping it. He almost jumped every time his semi-auto roared, but the recoil had stopped surprising him, and he was getting pretty accurate as well.

He ejected his clip from the gun, then loaded his last clip. As he racked the slide, he looked around for another target. Every so often, the guns of the ship in the harbor roared, followed by a bang from the detonating shell. None of them had landed anywhere near Tomohisa yet, and he was muttering a constant stream of prayer that he wouldn't be hit by a falling round.

He stood in a street intersection, surrounding by remnants of eleven of the monsters which had invaded his town. The frog-things melted into disgusting piles of slime when killed, and the rat-things sort of disintegrated. Neither of them bled, and they just kept coming until they were killed.

Tomohisa had originally acquired three spare mags from the corpse of the police officer, and was now on his last one. He had advanced through the ruined town, killing, not sure what he was looking for. He advanced down the street, pistol at the ready, and spotted a flash of movement.

He whirled towards it, about to fire his pistol, when he saw that it was a group of soldiers rounding the corner toward him. They were a motley bunch, and each of them had a bandage wrapped on somewhere, held on with duct tape. However, all were wearing Battle Dress Uniforms with combat harness for their guns, and they surveyed the street with hard eyes.

The soldiers looked tired, which was no surprise. Tomohisa had no idea how long it had been since the fighting stated, but it felt like an eternity.

"Whoa there!" The soldier who looked like he was in charge said, in English. "What are you doing?"

"I am looking for my family." Tomohisa said, also in English. Many people in Mitakihara City spoke at least some English, and Tomohisa though back to the English classes he had taken with his family years ago, struggling to think of the words at conversation speed.

"We're not sure what we're doing." The lead soldier, a tall African America man, said. "We were on patrol when our radios went crazy and started broadcasting that surrender-or-die crap, and then these things showed up. We would have made for the ship where we were based, but it seems to have weighed anchor."

"May I come with you?" Tomohisa asked, after a moment.

"Come again?" The lead soldier said.

"There's safety in numbers, and I'm almost out of ammunition." Tomohisa said. "Please, I must find my family."

"Sure." The soldier said. "I Sargent Mantle, that's John, Sam, and Smith." He said, pointing at the other three soldiers. "We're Marines, in case you were wondering."

Normally, Tomohisa might have worried about the Americas shooting him or dangerously firing their guns off for no reason, but under the circumstances, they seemed like useful people to have around.

"Do you know how to use an M16?" Sargent Mantle asked suddenly, pulling a spare gun off his back.

"No..." Tomohisa said slowly.

"Well, that's what you're getting." Sargent Mantle said. "We lost some good boys today, but we were able to recover their guns and ammo. Do them proud."

Mantle took a few minute to run Tomohisa through the basics of using the M16 while the other soldiers kept watch.

"So, where were you thinking of going?" Mantle said, as he finished showing Tomohisa how to reload the rifle.

"The central refugee camp." He said. "If it still stands, it's where I might find Junko and Tatsuya."

Mantle looked thoughtful. "We'd have stockpiled whatever weapons and ammo we flew in there, and it's away from the city center. Maybe these things will be thinner there. Let's go."

Tomohisa nodded, and the group of five moved out.

**[x]**

Arthur, Richardson, and Stevenson moved down the corridor, rifles sweeping. They had killed a lot of Familiars in the past few minutes, and burned through a lot of ammo. Arthur was midway through his fourth magazine, meaning he had fired over one hundred rounds of NATO standard.

"We should almost be there." Richardson said. "Just around this corner and down the hall."

"What is the Evacuation Coordination Center, anyway?" Arthur asked.

"One of the side facilities adjoining the hanger." Stevenson said. "From there, we can make it to one of the escape tunnels, or get out by aircraft, if that's an option."

"What if it's overrun?" Arthur muttered, not sure he wanted to hear the answer.

"Then we're in deep shit." Richardson said. "It's heavily guarded by Internal Security, the guys with the body armor you see around the base. If these things were able to overrun an ECC, that means they're strong everywhere."

"But I doubt that they've overrun it." Stevenson said. "We've taken down dozens of these things, and IncSec is much better armed and equipped than we are."

"Still." Arthur muttered.

They came to a table blocking the hallway up to about waist height, with four IncSec guards with assault rifles standing ready.

"Don't shoot! We're human!" Stevenson said.

"Good. One of the IncSec men said." We need every gun we can get. Those things pushed a few minutes ago, and they almost got in."

"What's the status of the evacuation?" Richardson asked, lowering his assault rifle.

"Non-existent." The IncSec guard said. "We can't get in contact with any of the higher-ups, and we don't know which evacuation tunnels are safe to use."

"Great." Richardson said. "Anyway, may we come in?"

"Sure." The IncSec man said. "Just come running when you hear gunfire, okay?"

With that, IncSec men stepped back and the trio began climbing over the barricade. They entered the ECC.

It was a large room, resembling the Cafeteria at Arthur's old school. Tired looking people sat at long tables, and pairs of armed IncSec guards stood at all the doors. Other armed men were scattered throughout the room. Looking more closely, Arthur could tell that not all of them were IncSec people. In fact, most were just Civilians with rifles. There was a long window that made up one wall, looking out over the hanger. A dozen armed D.O.I. workers and IncSec guards stood by the window, looking by far the most nervous out of all the soldiers present.

As Arthur went to sit down, a strange singing filled the room. It seemed to be coming from the direction of the hanger. Arthur turned his head toward the source of the song, then took a step back.

A spot of blackness floated down through the roof of the hanger, and then began to expand. Before Arthur could think back to the spec of blackness that had swallowed him into the Dragon-Witch's Barrier, arms stretched out of the speck.

They did not look like human arms. Rather, they looked like construction-paper cutouts that had been pasted into his vision.

As the arms continued to emerge, Arthur opened his mouth. "It's a Witch!' He shouted.

A head came after the arms, again looking like the head of a woman cut out of construction paper and forced into Arthur's view. As soon as the head became visible, the IncSec guards along the window opened fire. The window shattered along its length all at once, and bullets tore through the air toward the monster.

The Witch opened her mouth. An unearthly scream issued forth, and the bullets shot away from the witch at insane angles.

One by one, the IncSec guards stopped fired to reload. The scream stopped, and a heavenly music began to drift through the room. For a moment, Arthur almost didn't notice it. But when he did, it immediately occurred to him how nice it would be to just lose himself in that wonderful tune. In fact, he just wanted to walk forward and throw himself in the mouth producing that incredible sound.

_A siren!_ Arthur realized, with a start. _It's trying to control us with that music._ He took a look around, and almost all of the people in the Cafeteria, as well as most of the IncSec guards, dropping whatever they were carrying and walking toward the open window leading to the hanger. The rest stood in a daze, looking at the Witch. _And it's working!_

"Stop!" Arthur shouted. "It's a trick! Don't listen to the music!"

Two women in lab coats stopped and turned toward Arthur, but most of the people in the Cafeteria kept walking toward the Witch. Arthur froze for a moment.

_That's a WITCH!_ He thought. _I'm no magical girl! What the hell am I supposed to do to that thing? I need to get out of here!_

Arthur turned and ran. It was like running through molasses, running away from that sweet song. Then Arthur's foot hit a discarded assault rifle, sending him sprawling.

_What am I doing!_ He realized, looking down. _I ran out on Maria, and look what happened. I need to do something!_ He looked around, seeing the people in the room walking toward the Witch like zombies. _I need to stop that song_. Arthur realized. _But how?_

Then it hit him. The thing needed to scream to deflect bullets, and it couldn't scream and sing at the same time.

Arthur charged forward, firing his M16 as he did so. The sound of the bullets echoed through the Cafeteria, and two of the IncSec guards who were still holding their rifles looked around at the sound and stopped walking forward. They spotted Arthur charging the Witch, and they joined him, firing as well.

The first few bullets Arthur fired made it through the Witch's defenses and struck her head and upper body, sending up clouds of coneffi.

Then the Witch _screamed._ Arthur covered his ears, but it wasn't enough. One of the charging IncSec guards fell to the ground at the sound of the cry, and the other covered his ears and kept charging.

Arthur reached the row of shattered windows leading into the hanger. He jumped over the low wall and onto a catwalk above the hanger. The Witch turned toward him, raising one hand.

Arthur ran to the side as the witch brought down her hand, just barely avoiding being crushed. The Witch had fully emerged from her barrier by now, and took the form of a massive woman, made of construction paper, hanging in the air. Her paper-hair trailed down her back, and her 'detailed' face was twisted in frustration.

Arthur fired again as he ran down the catwalk, barely aiming as he fired. A few of his bullets struck home, and the witch raised her hands to cover her face.

As he kept running, Arthur's rifle clicked empty. He stopped and ejected the magazine, drawing a fresh one from his vest. The Witch spotted him and raised its hands. Arthur struggled the finish reloading.

He took off running as he inserted the fresh magazine, and the Witch brought it's hands down on the catwalk. Again, Arthur just barely missed being crushed, and the witch tore the catwalk behind him away from the wall. Arthur could fell the metal behind his feet shaking violently as it was torn by the Witch's unearthly strength.

_No going back now_. He thought, as he ran out on a catwalk leading away from the wall.

As he did so, several armed men and IncSec guards took up positions in the window and opened fire on the Witch. Their bullets stitched across her flank, tearing into the 'tissue' and creating a cloud of confetti that nearly obscured the entire Witch.

Arthur rounded a corner and began running away from the Witch, firing over his shoulder as he did so. The Witch ignored him and floated downwards toward the IncSec men firing on it. Several broke and ran as the Witch descended, but the majority continued firing.

Then the Witch swept its hand through the window, smashing several of the IncSec guards and armed volunteers, sending one armored man flying.

The witch turned back toward Arthur.

Arthur's gun emptied again. He began reloading it, but fumbled and dropped the clip. The dropped clip hit his foot and he tripped, crashing into the grating of the catwalk with painful force.

As he climbed to his feet, he spotted something. An attack helicopter, sitting in a row between two tilt-jets.

Arthur climbed to his feet as the sound of gunshots echoed through the hanger. More people had to be firing on the Witch. He climbed up the railing on the edge of the catwalk and jump toward a stack of large crates, stacking in a pattern like stairs.

He hung in the air for a moment before impacting. His upper body landed on the crates, with his legs dangling over space. He quickly pulled himself up as the witch turned away from the people firing on it and toward Arthur.

Arthur walked toward the edge of the stair pattern and began dropping downward. Each of the crates was at least as tall as he was, and each drop hurt. Still, if he gave up now, that witch would eat him.

And he would fail his sister.

As Arthur made it to the ground, the Witch smashed its way through the catwalk and began descending. It seemed to be in no hurry.

Arthur ran over to the attack helicopter, opened the door, and climbed in. _Thank God it isn't locked_. He thought, as he hit the engine ignition button and then slid into the gunner's seat. He slid the headset over his head, and began hitting buttons that looked like activation switches. Fortunately, everything was labeled.

_Please have ammo_. He thought, grabbing the joysticks. It was a desperate play, but the small-caliber weapons seemed to be doing little more that annoying the Witch, and if it started its song again, they were all finished.

As Arthur hit switches at random, he pulled on the trigger, and scanned the status readouts, trying to figure out how to activate the main guns.

_Click_. Arthur pulled the trigger.

Nothing. Arthur pressed some buttons.

_Click_.

Nothing. Arthur changed some settings as the Witch drifted into site in the windshield of the helicopter.

_Click_.

DAKKADAKKADAKKADAKKADAKKADAKKA.

A stream of tracer rounds shot out from the Gatling guns mounted on the stubby wings on either side of the fuselage. Arthur looked at the descending Witch, the guns on the helicopter automatically tracking where he looked with the headset on.

Arthur pulled the trigger again.

DAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKADAKKA.

Twin streams of bullets tore into the witch throwing up a massive storm of confetti. The Witch Screamed, but Arthur was too focused on firing to do anything. Arthur kept firing, moving the targeting reticle around to ensure maximum destruction.

The sound of the impacting rounds changed, and the Witch started to fall. Arthur followed it down, continuing to fire.

Eventually, an overheating warning popped up on one of the feeds, and Arthur waited for the confetti to clear. _If I live through this_, he thought, collapsing into his seat, panting, _I'm firebombing a party store._

The confetti cleared.

There was no construction paper Witch, just a radiant spot of darkness floating downwards. Arthur got out of the helicopter and walked over to the descending spot of darkness.

It was a Grief Seed.

**[x]**

Director Grey watched as the motion sensor contacts disappeared in one chunk of the base after another. Several sections remained listed as COMPROMISED, but none of them had functioning motion sensors or cameras remaining.

"Sir, an aide said, bursting into the situation room. "Someone's used the attack helicopter in the hanger."

"What do you mean, used?" Grey asked.

"Fired its guns, sir." The aide said. "Apparently, it was that pilot kid."

Director Grey paused, momentarily amazed that the rumor about Arthur being selected to pilot the Seraph had spread so quickly. He had never really planned on keeping it secret, but it was still impressive. He'd only made the decision, what, seven hours ago?

It had been half an hour since the base had been compromised. In that time, the Department of Other Investigations had suffered severe, but not debilitating, casualties. Most importantly, IncSec had managed to protect most of the specialists working on the Seraph-01, and the wing of the base he had dubbed as the Seraphim bay had not been breached.

Still, this attack on headquarters necessitated a change of plans. For one thing, the Department would have to become much more high-profile to gain the people and resources to recover from this incident in any reasonable period of time.

First things first, however, Grey needed to set his house in order. "Show the helicopter on screen." He ordered.

The Situation Room staff complied. The image of the attack helicopter surrounded by spent brass appeared, along with the image of a boy huddling next to it, clutching something.

"Zoom in on Arthur and enhance the image." Grey said, waving his hand.

The picture zoomed in on the boy, showing him in larger-than-life size on the Situation Room screen. He appeared uninjured, and was holding an oblong black object in his hand.

"What is he holding?" Grey asked. "Identify the object."

After a moment, one of the technicians spoke. "It appears to be a Grief Seed, sir. It looks different from the first one, however, sir."

The men in the Situation Room were D.O.I.'s best, trusted with nearly all the secrets of the organization. They would know what a Grief Seed was, as well as what had happened to the last man to play around with one.

"Send a team to retrieve him, and the 'Seed. Full NBC gear." Grey commanded. "We all know there's only one way he got a Grief Seed, and there might be something lingering from the Witch in there."

**[x]**

Arthur looked at the Grief Seed in amazement. He had done it. He had killed a Witch. He had begun avenging his sister. He looked around in amazement at the disintegrating scraps of paper on the ground, he caught a glimpse of crumpled body lying face-down on the ground a short distance away from the helicopter, which explained why he hadn't noticed it on the way in. Arthur stood up and walked toward the fallen man, leaving the Grief Seed where it was.

As he walked closer to the body, it became clear that the man was absolutely ruined. Judging by the slight skid marks on the ground next to the body, it appeared that the man had been struck by the Witch's hand and sent flying through the hanger, coming to rest here.

Arthur knelt down next to the man, and, with as much respect as he could, rolled the body over. He felt around the neck area, praying that D.O.I. IncSec used dog tags.

He found the metal chain and, with delicate fingers, removed it from the neck of the fallen man and brought one of the engraved metal plates up close to his eyes.

PERSHING  
JOHN

243 46 3484

DEPARTMENT OF OTHER INVESTIGATIONS  
INTERNAL SECURITY  
BAPTIST

O POSITIVE

Arthur had no idea who this man was, and he should have meant nothing to him. However, this fallen warrior represented everyone who had died to make his victory possible.

One tear ran down Arthur's cheek, then another, then another. _What will it cost to avenge my sister_? He thought. _How many more will die before I am satisfied?_

At that moment, he almost, _almost_ considered giving up on his quest for revenge. However, as soon as the thought crossed his mind, he realized it didn't matter. The Incubators, the creatures who had made Maria into a Magical Girl, the creatures who were his real enemy, had declared war on humanity. They would have to fight back regardless of their wishes, or surrender to Kyubey and give up more girls as sacrifices, ad accept whatever 'maintaining our society in such a way as to make this process as efficient as possible' meant. To Arthur, that could only mean one thing. An occupation.

There was no way he was letting that happen.

Arthur hear footsteps on the ground behind him. He stuffed the dog tags into his pocket and turned around to face the approaching group.

It was Richardson, leading a team of four IncSec guards in NBC gear. They carried assault rifles, but it was impossible to tell much about their bearing with the suits they were wearing.

"Arthur." Richardson said. "I see you've killed this Witch. Congratulations. Excellent work. These men are here to escort you to meet with the Director. I'm not sure why the suits are necessary, but apparently the director insisted."

Arthur stood up and walked over toward Richardson, picking up the Grief Seed as he did so. "Where's Stevenson?" He asked, voice somber. "I don't think I've even seen you two apart."

Richardson coughed. "He didn't make it." Richardson said. He didn't seem to feel like elaborating.

"We should go." One of the IncSec men said, voice muffled through his suit.

"Yes." Arthur said. "Let's go."

**[x]**

Sayaka looked up as a shadow fell across the deck of the _Okinawa_. She was surrounded by the disintegrating corpses of dead familiars, her sword in hand. She wasn't tired, exactly. Her regeneration wouldn't allow that. However, she was starting to become weary of the seemingly endless waves of Familiars attacking the ship.

She looked up as he shadow descended, and spotted what looked like an octopus descending from the sky. It was a bright, pastel blue, and each of its arms was tipped with a bright white saber of what appeared to be bone.

As the thing descended, Sayaka took two steps back in hesitation, then jumped backwards, just barely avoiding being crushed as it stuck the deck of the ship with a massive crash.

Sayaka flew clear of the waving arms of the creature. From her aerial vantage point, she could see several of the sailors still fighting on the deck almost lose their balance as the ship tilted with the weight of the massive creature.

Landing on the forward portion of the superstructure of the ship, Sayaka ducked one slice of the monster's tentacle-blades, then leapt forward with supernatural speed, slicing the tip of the tentacle off with her saber before it could recover from its attack.

The Witch screamed in pain and surprise, and brought two more of its tentacles to bare on Sayaka. Before it could launch its attack, however, a barrage of musket shots caught it in the flank.

The creature turned toward Mami, who held her hands in the air, a platoon's worth of muskets hovering over her head. The veteran Magical Girl was partially obscured by smoke, but Sayaka could see that she had just summoned a set of muskets around herself and was preparing to continue her attack.

Sayaka made the most of the distraction. She jumped forward, slashing the tip from one tentacle that reached out to spear her. As another approached her head-on, she flung her body to the side, twisting past the tentacle, and sliced it from the tip down, cutting into it.

The force of her swing shocked her arms, but the sensation was gone in a moment. The force of the blow killed Sayaka's forward momentum, and she dropped to the deck, landing in a crouch, sword out.

As the Witch turned more tentacles toward her, Sayaka flung a sword toward the massive Witch, then summoned another one, and charged down the sloping deck of the ship, batting away first one tentacle blow, then another.

The blade she had thrown lodged in the rubbery hide of the Witch, but didn't appear to be causing the creature any discomfort. Sayaka frowned, then ducked the swing of another tentacle, and then she was within sword range of the creature's flank.

She sliced forward, opening a long gash in the Witch. It giggled, trying to shift its bulk away from her, but to no avail. Sayaka unleashed a flurry of slashes, chunks of the Witch's tissue flying free underneath her blade.

The Witch screamed and swung a tentacle at her, but it was severed in midair by a shot from one of Mami's muskets.

"It's weakened enough!" Miami shouted. "I'll finish it!"

Miami jumped up into the air. Ribbons waved in front of her, forming a massive cannon longer than she was tall.

"TIRO FINALE!" She shouted, pressing the cannon up against the Witch's body, and pulled the trigger.

The massive blast tore into the Witch and out the other side, sending a mess of pulverized flesh across the deck. The witch sagged, then began to disintegrate. It was gone in a matter of seconds, and a Grief Seed fell to the ground as the ship righted itself.

Mami walked forward, dispelling her Finale Cannon and muskets as she did so. She picked up the Grief Seed.

Sayaka looked around. The Frog Familiars were vanishing across the ship, and the remaining rat-things were quickly cut down by the remaining soldiers. Now lacking a way to climb the side of the ship, the surviving rat-things in the water began retreating back toward shore. The soldiers on deck returned to their machine gun posts and exacted a heavy toll on the retreating monsters.

Mami walked forward, holding the Grief Seed.

"After a fight like that, we'll need to cleanse our Soul Gems." She said, holding out the Grief Seed. "You first."

Sayaka nodded, then held her soul gem up to the Grief Seed. Particles of darkness lifted off the cerulean stone, then were sucked into the Seed, which pulsed slightly.

In other times, Sayaka might not have accepted the gift of the Grief Seed. However, they learn the importance of Soul Gem Hygiene when Kyubey explained to Mami, in excruciating detail, just what happened when a Magical Girl failed to cleanse her Gem.

Mami had nearly snapped after that, but Madoka was able to talk her down, and convince her not to kill herself to avoid turning into a Witch. Mami returned to normal, mostly, after the incident, and it was likely her support that helped Sayaka get through losing Kamijou to Hitomi.

Her Soul Gem restored, Sayaka handed the Seed back to Mami, who cleansed her Gem as well. The pair walked down the ship toward Homura and Kyoko, who had held off the waves of Familiars while the pair fought the Witch. Wordlessly, Homura accepted the Grief Seed and cleansed her Soul gem.

"Thanks." Kyoko said, as she purged her Gem. "That was tough, I'll admit. Not sure I could have made it through without you guys."

Sayaka nodded, then looked out over the City. The ships guns roared again, sending yet another shell into the depths of the city. A second later, a building collapsed, sending up a plume of dust and smoke.

_What's going on out there?_


	4. Chapter 4

The Earth spun, and day turned to night. Across the sections of the world in darkness, lights sparkled. These were not, however, the lights of civilization, but rather harbingers of a more barbaric age.

For tonight, on the night that would become known as the Night of Barred Steel, monsters walked the Earth.

It was a disaster like something from another age. Hundreds of millions died in hours, helpless before creatures they had no understanding of. In space, satellites were struck down by a massive creature, crippling the ability of the world below to fight back.

However, some fought back anyway. Soldiers, carrying out their oath to protect and defend like never before. Civilians, taking up arms and striking back at the monsters in the dark. Girls, cursed with powers beyond \comprehension.

Eventually, night turned to day. Slowly, as the sun rose over North America, the monsters returned, or were forced, back to where they came. The nervous survivors stood out as the storm cleared, and began sifting through the wreckage, wondering just what had happened.

That is, most of them. Some knew exactly what had happened, and what was soon to come.

They were the ones who were truly terrified.

**[x]**

**White House Underground Situation Bunker Five**

"Ladies and Gentlemen." Director Grey said, standing before the assembled Joint Chiefs of Staff. "Hours ago, our nation came under attack unlike anything we have ever seen."

"That's obvious, Spook." The Marine Corps Commandant said. "What do you know about this that we don't."

"The creature, Kyubey, that delivered the Ultimatum and promised the demonstration, is call an Incubator. It is a creature that contracts with teenage girls, promising them a single wish in exchange for them fighting supernatural predators known as Witches."

The Marine Corps Commandant rested his head on his hand. "That sounds like some sort of Japanese crap, sir."

"Notwithstanding, we have gather ample evidence that this is the case." Grey said, showing no irritation at the interruption. "In any event, these girls fight Witches for objects known as Grief Seeds, which they use to cleanse their Soul Gems, objects which provide them with magic and symbolize their contract. However, if they fail to cleanse their Gem, they become a Witch themselves."

"Sounds like a pretty raw deal." The Commandant said. "How long has this been going on?"

"At present, we do not know." Grey said. "However, what we do know is that the Incubators are now requesting that we allow the process to unimpeded. Given what we have learned about what this puts the girls through, I suggest that we deny this request."

The Commandant paused for a moment, looking at Grey with narrowed eyes. "So you're saying he gives these girls a wish, like for a pony or whatever, then sends them off to war, until they turn into monsters?"

"Essentially, yes."

"Like hell we should let them to that!" The Commandant exploded. He looked at the president. "Sir, are we going to go along with this?"

"I must agree with my colleague." The Chief of the Army said. "Supporting such a system seems wrong on the face of it." He looked at the President. "However, we much weight the consequences of our response carefully."

The president tapped a piece of paper on his desk. "This was delivered to my desk this morning. I have no idea where it came from, but it seemes to list the Incubators' demands. They request that we present all girls between twelve and eighteen to them for testing, that we make no efforts to fight the Witches independently, that we spread pro-Incubator propaganda and suppress anti-Incubator sentiment, and that Incubator controls are established at all levels of Government."

"My thoughts on the matter are irrelevant, of course." Grey said. "But I believe that accepting Incubator control would be a mistake. Those who trade Liberty for temporary security deserve neither liberty nor security and so forth."

"But how can we fight these things?" The Air Force secretary said, gripping the edge of the table. "The casualty reports are still coming in, but estimates are that we lost what, four million people last night?"

"Five million, actually." The Commandant said. "We got off relatively lightly compared to some other places."

"Why is that?" The President asked.

"I don't know." The Commandant said. "But if I had to guess? Guns. We have lots of them, so the average citizen was able to fight back more often than almost anywhere else. That's just a conjecture, of course."

The President nodded. "Seems reasonable." He said. "So what do we do? Do we fight?"

"Before we make that decision." Director Grey said. "I have prepared a short briefing on a new weapons system for combating the Witches that my department is developing."

Grey pressed a button, and an image of a humanoid war machine appeared on the screen. "This." He said. "Is Seraph Unit-01, a manned humanoid weapon designed to take the fight to the Witches. Its core is a new system developed from a study of these creatures called the Valiant Engine, a power source of unparalleled ability that grants the Seraphim unit some rather unique abilities."

"How?" The Commandant said. "That sounds like-"

"Magic?" Director Grey asked. "It very well may be."

Grey cleared his throat. "The point is," He lied, "That we have run simulations, and this unit is capable of taking on multiple Witches at one time."

"Fuck this stuff." The Marine Corps Commandant said. "I say we fight. We can't let these things have controls in our government, and what they'd use those controls to do is just plain wrong."

"I agree." The Army Secretary said. "Their demands go against our constitution, which _I _took an oath to protect and defend."

"I say we fight." The Navy Secretary said. "I'm not one to live as a slave, and it'll probably mean our heads if this thing goes through."

"If I say to fight," The President said cautiously, "Congress will probably go along with me. However, we need a plan."

"To fight these things, we need troops." The Secretary of the Army said. "We'll need to expand the size of all of our organizations, massively."

"We'll probably need to reinstate the draft." The Navy Secretary said. "And we'll probably need to get rid of Educational Exceptions for things like Women's Studies. In fact, no Educational Exceptions for anything that isn't related to the war effort."

"Aren't you moving a little too fast?" The Air Force Secretary said. "After all, how do we know another wave of those things is coming?"

"Because that was only the demonstration." Director Grey said. "Once we refuse the Ultimatum, more of will come."

"But-" The Air Force Secretary began.

"No." The President said. "This is what we're doing. I'll have my staff draft a bill, and we'll have it ready for congress this afternoon. Now, here's what I'm thinking..."

**[x]**

Arthur looked up at the nearly completed Seraph Unit 01. It stood thirty-six feet tall in the shape of a man. It surface was covered in segmented metal plating, with no visible gaps. Its head was a mask with glowing sensor ports, and the entire behemoth was colored a dark crimson, with glowing silver highlights. Long stabilizer spies, which served some secondary function, extended from the back of the elbows, ankles, thighs, and back of the machine.

"We're just testing some secondary functions now." Richardson said, looking up at the machine next to Arthur. "It's almost ready for prime time."

"So, I've heard about this Valiant Engine." Arthur began. "What is it, and why is it so important?"

"Its what makes the Seraph run." Stevenson said. "It provides it with energy, increases the strength of the materials the thing is made out of, and a million other things. You have a high compatibility with, it, which makes you an ideal pilot."

"Compatibility?" Arthur said.

"Yeah. The pilot is an integral part of the operation of the Valiant Engine, but that's all I know." Stevenson said. "Now that you've proven you have what it takes to pilot a Seraph, you're more mission-critical than ever. We need to balance trying to get more technology from you with training you to fight the Witches."

"I see." Arthur said. "So, I heard that we lost GPS. Is that true?"

"Yeah." Stevenson said. "We think a Witch took it down, along with most of the Comm Sats we've got in geosync. That, in itself, is a disaster, not even accounting for what the other Witches did."

"How bad did it get up there?" Arthur asked, turning to look at Sevenson with a grave look on his face.

"Bad." Stevenson said. "It'll be weeks before we know for sure, but it looks like we lost at least five million people."

Arthur felt the bottom drop out of his stomach. "How many in the U.S.?"

"That is in the U.S." Stevenson said. "At least a hundred million worldwide, presumably."

"So many?" Arthur whispered. "There's no way they'll fight after losing so many. We're done for."

"On the contrary." Stevenson said. "I don't think there's any way they'll agree to anything coming from someone who killed on that scale. I mean, this makes the holocaust, even the Great Leap Forward, look like small potatoes. I think there are a lot of people who won't stand for that."

"I hope so." Arthur said.

"Anyway," Stevenson said, "We're not helpless. We're working on a new Seraph, and it should be ready soon."

**[x]**

**USS** _**Okinawa**_**, Mitakihara Bay**

Madoka looked up at the rain of shooting starts. According to Captain Locke, there was something up there, in space, destroying Satellites and cashing their remains down into the atmosphere. The GPS apps on Madoka's phone weren't working, and flights were apparently grounded until further notice. Madoka couldn't get through to either of her parents, and internet service on her phone was intermittent.

She looked out at the Mitakihara CIty skyline. Normally, it would be lit up like a Christmas tree against the night sky, but now only a few dark silhouettes of buildings were visible. Power hadn't been restored since the 'typhoon', and the had been badly damaged by the storm even before the _Okinawa_ started shelling it.

Kyoko walked up next to Madoka and rested her arms on the railing. "Pretty crazy, huh." She said.

Madoka nodded.

"I had no idea there were so many Witches." Kyoko said, her tone sounding slightly subdued. "I heard one of the sailors say that we lost like four million people, and that's just here in Japan."

Madoka opened her mouth to say something, but was cut off by the sound of a rapidly approaching helicopter.

Kyoko looked at the incoming rotorcraft. "That's a troop transport model." She said. "They don't normally land on cruisers."

A moment later, the helicopter landed on the aft landing pad of the _Okinawa_. As it touched down, a hatch in the ship opened, and Captain Locke walked out onto the deck, followed, by Mami, Homura, and Sayaka.

Captain Locke took a deep breath. "I wanted to gather the five of you together before I said anything about this, but I have a difficult request for you. My country's Department of Other Investigations is putting together a Mobile Task Force to respond to global Witch actively, and they want you."

"No way!" Sayaka said. "What about the people here? We need to defend them!"

"I'm not sure that's the best idea." Mami said.

"Yeah..." Kyoko began.

"Here me out." Captain Locke said. "We want to perform a comprehensive study of Magic at the D.O.I., and you're some of the only Magical Girls that we've found. I've revived a Communique from the President himself that he plans on resisting the Incubators, and he's calling a special session of Congress to put the matter to a vote. Given current U.S. politics, it is unlikely that Congress will deny him. Therefore, if you take this offer, you will be able to fight with guaranteed governmental support."

"Still..." Mami said. "Why would we want to leave our hopes to go fight somewhere else?"

"Because you can do more good there than here." Captain Locke said. "Here, you can react to Witch activity in a small area. With D.O.I., you can take proactive action against Witches against the world."

"But what about protecting the people?" Sayaka asked. "Won't we be running out on them?"

"Sometimes, the best defense is a strong offence." Captain Locke said. "We will be eliminating the Witches before they can hurt anyone. Besides, by studying you, we may be able to develop more effective weapons for our armies to fight the Incubator's proxies."

"Will you pay us?" Kyoko asked suddenly. The others looked at her, and she shrugged. "A girl's gotta eat."

"Yes." Captain Locke said. "You will be paid very well for your contributions."

"Then I'm in. Seems like a better idea than sitting around here waiting for Witches to show up."

"And I'm in too." Madoka said. "I don't know how much I can do here, but maybe if I join D.O.I. I can do some good."

"The I'm in." Homura said.

Kyoko looked at Mami and Sayaka. "Come on. Don't you think we can help more if we work with a government? What's the alternative? Sitting in some camp here waiting for Witches to show up?"

"I'll do it." Mami said.

"And I suppose I'm in." Sayaka said.

"Excellent." Captain Locke said, clapping his hands. "That helicopter will take you to the nearest operational airfield, where a courier jet will take you to the United States. Are there any questions?"

**[x]**

**U.N. Headquarters, Twelve Hours Later**

"So, Congress passed my resolution." President Michael Wilson said, to no one in particular. "I guess that means that everyone knows we intend to fight."

"Do you think that the measures in the bill might be a bit extreme, sir?" The U.N. Representative said. "I mean, the draft will we controversial, especially if people can't dodge it by going to college. And a twenty million man army?"

"It's not all Army." Michael replied. "A million will be Marines, and a bunch will be Navy and Airforce."

"The point still stands, sir, that twenty million is a lot of soldiers."

Michael said nothing as the pair came to the end of the Corridor. "This is as far as you can come." He said. "National leaders and waiters only beyond this point."

The U.N. Representative muttered something, then stood aside to let the President through the door. Michael Wilson entered.

Inside was a room full of some of the most powerful men and woman on Earth, all sitting around a long table. Michael took his seat near the head of the table and cleared his throat. "Ladies and gentlemen." He said. "We are here today to discuss the Ultimatum presented to us by the Incubators. Thoughts?"

"We must surrender!" The Prime Minister of France said. "We cannot stand against such power!"

"Quiet!" The German Chancellor said. "We have no choice but to fight! The only question is how we go about doing it."

The German Chancellor was a hard woman. Elected by the Nationalistic German Security Party, she was considered by many to be a blast from the past. Whether she was a throwback to 1871 or 1933 depend largely on who you were talking to.

"I believe," The President of Russia said, taking a sip of coffee, "That our American colleagues have already decided to raise an Army to fight the Incubators. Russia intends to stand with them."

Michael was taken aback. The Russian President was a sly snake, who had engineer Russia's return to prominence following the collapse of the Soviet Union. He had modernized the Russian Economy, annexed several surrounding nations, and taken an aggressive stance to combat the declining Russian population. When he set out to do something, he tended to succeed, and he had been a constant thorn in Michael's side throughout his presidency.

So why was he helping now?

"Thank you." Michael said, concealing his shock. "I'm glad that we see eye to eye on this issue. Now, does anyone else have an announcement?"

"England will stand by its ally, the United States." The Prime Minister of the United Kingdom said. "We will begin the mobilization process, but a draft may take some time to implement. I suspect it will not be popular."

"It never is." Michael said. "However, I believe it will prove to be necessary before all this is over. On that topic, my staff have prepared a treaty for mutual defense and support."

He reached under his seat and withdrew a thick manila envelope. He pulled several copies of a document from the envelope and passed them around the table. Reactions were varied as the leaders looked at the document.

"What you see before you is document summarizing the outline for a new treaty organization. While we have yet to settle on a name, the basics are simple. Each member nation must muster a minimum of eight percent of its population for the defense of the Earth. This means frontline troops, support troops, and direct war-support roles. What constitutes a war-support role will be defined in subsequent documents. Each nation will be represented on a council which will decide matters of policy for the organization as a whole, and member nations will be responsible to defend one another, within reason. Keep in mind that, at this time, the United States is unable to give any support to any nation not on this council."

"So you'll hang us out to dry if we don't sign onto your suicide pact?" The French Prime Minister said indignantly.

"It is the role of a government to defend its own people." Michael said. "Not that of another nation."

"But..." The French Minister sputtered.

"Do be quiet." The Prime Minister of Japan said. "The requirements are burdensome, but necessary. Japan provides provisional agreement to join this council, pending further review of the exact terms."

"As does the United Kingdom." The British Prime Minister said. "I shall have my staff draft a schedule for full mobilization."

"Germany agrees to these terms." The Chancellor said. "We have already taken provisional steps toward reinstating mandatory military service, and production of war equipment should begin shortly."

"Regrettably," the President of China said. "The people's republic cannot agree to these terms. They make no concession to those nations without an economy to support an army of the prescribed size, and we find the requirement of giving outside control to western governments onerous."

"That is unfortunate." Michael said. "I had counted on the support of China in the coming conflict." In actuality, he hadn't, but it was important to follow the proper forms.

"Also," The Prime Minister of India said. "We will not be able to meet the requirements of this treaty. We simply lack the economy to support an army of over one hundred million men."

Michael exhaled. He had expected the result, but it was decided that he had to be firm on the eight percent mobilization rate to get the European nations to play along. His staff had judged that the vast untapped economic potential of the European continent was more important to the war effort than the massive population of India.

Honestly, Michael wasn't entirely sure about that. He hoped it wouldn't come back to bite them in the ass later.

"I understand." Michael said. "That is regrettable."

"The Russian Federation agrees to the terms of this treaty." The Russian President said, looking at Michael and the leaders who had sided with him. "I look forward to working with you all."

"Thank you." Michael said. "Your support is appreciated."

"South Africa agrees to the terms of this treaty." The South African president said. "Though most of Africa is in chaos following the Incubator attack, we remain stable."

"Australia agrees to the terms of this treaty." The Australian Prime Minister said. "We will stand with our allies of the Commonwealth."

"Excellent." Michael said. Despite the strict secrecy surrounding this meeting, he knew that the Joint Chiefs of Staff were watching the proceedings and, in all likelihood, already making and adjusting plans as one nation after another accepted or rejected the Treaty.

Events proceed in this manner for some time, with one nations presenting their response to the treaty. Most of Europe, North America, and South America accepted, while much of Africa and Asia either could not or would not agree to the treaty. Notable exceptions were Japan, Taiwan, South Korea, and South Africa. Many nations were not represented at the meeting, but they were those that Michael and his staff judged had little to offer to the war effort.

It was sad, and the Political Correctness crowd would kick up a storm about which countries wound up on the council, but that was the cold calculus of war.

_After all_, Michael thought, _riots are vulnerable to napalm_.

"Alright." Michael said, after all present leaders had spoken. "The remainder of this discussion is for Council nations only. The rest of you may leave."

The French leader opened his mouth to protest, but the Russian president shot him an icy glare that froze his objections in its tracks. He, along with the other rising leaders, stood up and walked out of the room.

As the door closed, Michael cleared his throat. "Now, we must discuss Council defensive measures against the Incubators. We know that they may attack us with Witches, but there is-"

"How do you know what these creatures are called?" The German Chancellor asked, narrowing her eyes.

"My Deparment of Other Observations has recently come into contact with individuals previously familiar with the Incubators. Details, as well as D.O.I. Findings, will be made available to you shortly."

The German Chancellor nodded. "Carry on."

"In any case." Michael said. "Witches may not be the only method of attack employed by these Incubators. My staff have drafted a list of possible attack vectors, as well as a list of potential countermeasures. The first, and most obvious method, would be redirecting a meteor to strike the Earth. Now-"

"Russia can handle that." The Russian President said. "We have ample rocket resources stored up for our Lunar landing program, and it would be simple enough to convert one of our heavy boosters to carry a large nuclear warhead able to deflect an incoming asteroid."

"Thank you." Michael said. "We also intend to begin the construction of more ground-based telescopes to spot incoming asteroids, as well as the rocket resources to loft additional impactors. The next potential threat is a cyberattack. If they have more advanced computers, it would be simple for them to destroy our datalink or seize control our our machines."

"Israel can handle this threat." The Israeli Prime Minister said. "We have become quite adept at asymmetric cyber warfare, and can provide assistance in this matter."

"Excellent." Michael said. "We will provide whatever resources are necessary to provide an effective cyber defense. Now, there are a number of lower-order possibilities for attack, but none worth discussing here. That leaves the possibility of brute military force."

"Keep in mind," The Russian President said, "That the Incubators aren't the only threat that our new little club might face. We left the Chinese out, and they might get the Indians to sign on with them. Even with the losses they suffered, they are still nothing to ignore."

"That's an excellent point." Michael said. "We cannot afford to neglect our potential human foes during this time of crisis. Now, the first thing I would like to look at the possibility of is..."

**[x]**

Kamijou Kyousuke wandered through the streets of Mitakihara City, head down. Rubble was everywhere, and the buildings were trashed from the typhoon, missile attack, and subsequent shelling.

Kamijou hadn't seen his family since the typhoon. He had hidden one of the refugee centers during the attack by the monsters, and hadn't personally seen one of the creatures that had rampaged through the city. He had, however, heard the boom of the American ship's guns, and the explosions that followed.

He had lost his violin in the chaos, along with most of his other personal belongings. It was sad, but nothing compared to the tragedy that had just befallen his city. In fact-

He saw a jeep round the corner. He was surprised that he hadn't heard it coming. The open-topped vehicle appeared to be full of armed men, each carrying a rifle and bearing the shoulder patch of the JMSDF Naval Infantry. The Naval Infantry had become famous and had vastly expanded following its recapture of a pair of islands whose names Kamijou couldn't remember from Chinese-backed terrorists.

The jeep stopped in front of him, and one of the Naval Infantrymen climbed out. "What are you doing out here, kid?"

Kamijou stared at the Naval Infantryman. "What do you mean?" He muttered.

"This isn't a secure zone. More of those monsters could show up at any moment, and we need to keep civilians in the safe zones. Not that you'll be a civilian much longer, though."

"What do you mean?" Kamijou asked. "I don't want to join the Military. I'm a musician."

"Well, soon, you won't have a choice." The soldier said. "The Diet just passed a Selective Service Act, modeled on the American Draft system. We're gearing up for a big war with the fucks who did this to us, and we need all hands on deck. That means you'll be getting to a soldier in a few years. How old are you, anyway?"

"Sixteen." Kamijou said defensively. He hated it when people assumed he was younger than he really was, and he was starting to _really_ dislike this soldier.

"Ah." The Naval Infantryman said. "Under the new rules, you could be a soldier right now. They lowered the minimum enlistment age. Not that you could pull it off."

"Sure I could." Kamijou shot back, crossing his arms. "I just prefer to play my violin, that's all."

"So you'd prefer to sit somewhere safe playing music like a little girl rather than defend your country?" The Naval Infantryman said.

A second Soldier climbed out of the jeep. "I think you're being too hard on him." The second man said. Then he turned toward Kamijou. "But my friend here is right; you might want to consider enlisting. If you join up now, rather than when they start calling up draftees and reservists, you'll get to pick your speciality, rather than getting stuck with Infantry. Or, you could join the Naval Infantry, and be guaranteed decent training before you get stuck with the draftees."

"Basically, you have three choices." The first Naval Infantryman said. "Join the regular SDF and try to get a desk job that keeps you away from the fighting, wait to get drafted and get stuck with the infantry, or join up with Naval Infantry now."

If everything these men were saying was true, it was probably for the best for Kamijou to go find an SDF recruiter, join up, and specialize in logistics or transport or something nice and safe.

_Still_. He thought, _what would Hitomi think of me if I did that? Who would protect her?_

"I want to join the Naval Infantry!" Kamijou blurted out.

"Come again?" The first soldier said.

"You're serious?" The second man asked. "You know you might be stuck in it for the duration, right?"

"Not that you wouldn't be in for the duration when you get drafted." The first soldier said.

"Yes, I'm serious." Kamijou said. "I want to join the Naval Infantry."

"Well, in that case, you can head back to the refugee center and collect your things, then go to any of the garrison soldiers and ask for Captain Itsuka." The first soldier said. "I'll have everything ready to feed you into the Naval Infantry recruitment system."

**[x]**

Arthur was wandering through the construction bay of the D.O.I. facility, looking at the hustle and bustle around him. The construction bay was a recent addition to the base, and had only recently been built in response to the information he had brought to the organization. It was a strange sensation, looking around such a massive space and knowing he was responsible.

He spotted something in one corner of the room. It looked like a black towed RV, with a strange-looking turret on top. It had what looked like several stability outriggers, as well as multiple fuel and power ports.

"What's that?" Arthur asked, turning to a nearby engineer who seemed like he wasn't doing much.

"That's a prototype towed-array battlefield tactical laser." The man said. "Its intended to be used to engage aerial targets, as well as missiles and potentially even artillery shells. That is, if we can ever get it to work. We've got so many projects going on right now, all thanks to that wizkid who solved the Westinghouse Equations."

Arthur blinked. "I'm sorry."

"Nah, its fine. With the war starting, it's probably a good problem to have. Still..."

"No, I mean _I _solved the Westinghouse Equations." Arthur said.

"Really?" The man said. "In that case, could you come take a look at this? Its a part for the tac-laser that's been giving us some trouble."

Arthur wasn't sure how to respond. He followed the man as he walked toward the prototype tac-laser.

"I'm chief engineer Westinghouse, by the way." The man said. "Pleasure to meet your acquaintance, and so forth."

"You wrote the Westinghouse Equations?" Arthur asked, surprised.

"Nah, that was my father. Glad someone finally showed the greasy old bastard up, to be honest." Westinghouse said.

"How'd he take it?" Arthur asked. "I mean, me solving the equations."

"Oh, he's dead." Westinghouse said. "Has been for some time now. Anyway," he pointed at a large black box on the ground, "If you could take a look at that and tell us what's wrong, that would be great."

"Uh... alright." Arthur said, kneeling down next to the box and opening up the hatch.

After that, his memory stopped working for a while. When Arthur came to, so to speak, he was surrounded by starting engineers.

"Wow." One woman said. "Did he just fix the primary beam generator module?"

"I think so." A different man said. "How'd he do that?"

_I don't know_. Arthur thought.

"Um... anyway thanks." Chief Engineer Westinghouse said. "That should shave some time off getting this thing operational. So, I, ah, heard that you were also a Seraph pilot."

"I think that's supposed to be a secret." Arthur said.

"Well, I'm working on that project, and I think everyone on base knows about it by now." Westinghouse said. "What were you thinking for armament on that monster?"

"What do we have so far?" Arthur asked, genuinely curious. He wasn't sure when they would finalize the armament, though so far they had been training him on a variety of weapons systems.

"A 60 mm autocannon in assault rifle form, shoulder mounted missile launcher, and body mounted flechette launchers and machine guns for point defense." Westinghouse said. "What do you think?"

"Good, but what about something strapped to the arms?" Arthur said. "Maybe some kind of laser? Ammunition has go to be a concern for those weapons, and a beam cannon wouldn't have to worry about any of that."

"Have you seen the size of the tac-laser? And that's for engaging lightly armored aircraft." Westinghouse said. "How are we going to fit a decent laser on the Seraph?"

"Well, I'm guessing that most of the tac-laser is power supply." Arthur said. "Am I right?"

"Well, yes." Westinghouse said. "And the beam wouldn't have to be as tightly collimated for short range work. That would cut down on the mass of the laser device as well. But-"

"Well, I understand that the Valiant Engine is an incredible power source." Arthur said. "Can't we do something with that?"

"In theory, we could." Westinghouse said. "But miniaturizing the laser generator to that extent will take time, and we need to work on more critical projects, like getting the Seraphim oppertational."

"Alright." Arthur said. "What's the status on that?"

"Two weeks, give or take." Westinghouse said. "We have teams working around the clock on that thing, and the second unit, but with the war starting, we have a lot more competition for the personnel we need. At least the money is coming in."

"Fair enough." Arthur said. "I've probably got pilot training after this, so-"

"There you are." A feminine voice said. Arthur turned around. A dark-haired woman in an Army uniform with a Colonel's epaulettes stood behind Arthur with her hand on her hips. She looked rather young for her rank, and gazed around the construction bay with a critical eye. "I've been looking everywhere for my Seraph pilot."

"Excuse me, ma'am?" Arthur said.

"I'm Colonel Knight. Sara Knight. I've been appointed operations director for the little operation we'll be running out of here."

"I didn't know this would be an Army operation, ma'am." Arthur said. "I thought the Seraphim Project was a D.O.I. operation."

"Not anymore." Colonel Knight said. "And you don't have to _ma'am_ me. Sara is fine. That's an order."

"I'm a civilian." Arthur said.

"Not anymore. The President, pending your acceptance, has commissioned you directly to the rank of Captain in the United States Army."

"May I ask why, ma- Sara?"

"They apparently don't want enlisted men driving those things." Sara said. "So, we'll be getting you sworn in and fitted for your uniforms soon. I know its all a bit sudden, but I'm sure you'll deal with it. You're supposed to be a smart boy, or at least that's what your profile said."

"I have a profile?" Arthur asked.

"Yes, and quite a detailed one." Sara said. "Now, we've got magical girls coming in on a tilt-jet from Liggett, and I want to be there to greet them. You'll be working with them, so I want you to be there too."

**[x]**

Madoka watched with rapt attention out the window as the tilt-jet was lowered into the hanger. She still wasn't entirely sure why the Americans had decided to fly her out her, or why she had agreed, for that matter. However, the jet that had flown them across the Pacific had been nice, and everyone had been very polite.

Though to be honest, Madoka had slept most of the way.

The Americans assured her that they had worked everything out with her parents, and after their initial hesitation about the offer, the Magical Girls seemed excited about the prospect of finally having government support.

With a jolt, the elevator settled into position. Madoka stood up from her seat as the door opened, and the girls disembarked. A woman in a U.S. Military uniform was waiting for them, along with a young man in civilian clothes.

"Hello, and welcome to America." The woman said. "I'm Colonel Sara Knight, but you can call me Sara. I'll be overseeing your operations while you're with us. This is Arthur Smith, the man who solved the Westinghouse Equations and who will be our first Seraph pilot.

"What's a Seraph?" Sayaka asked.

"It is a manned humanoid weapon." Sara said. "It is our method to fight Witches without depending on Magical Girls, who may be in short supply in the future."

"It sounds awesome!" Sayaka said. "Can I see-"

"You are the one who solved the Westinghouse Equations?" Homura said suddenly, looking at Arthur."

"Yes." Arthur said, without elaboration.

"Thank you." Homura said.

"Umm... why?" Arthur asked.

"You saved my city from Walpurgisnacht. And you saved Madoka for Kyubey." Homura said. "Thank you."

"You're welcome, I guess." Arthur said.

"Cute." Sara said, clapping her hands. "Anyway. This base is where you'll be staying while we're searching for witches for you to kill. Now, if you'll follow me, I show you to the Seraphim Cages."

**[x]**

"This. Is. Awesome!" Sayaka said, looking out at the mostly finished Seraph-01. "How do you drive that thing?"

"It's mostly on neural control." Arthur said. "With a pair of control yokes and pedals for the complex stuff."

"Can I have one?" Sayaka said.

"You're a Magical Girl." Colonel Sara Knight said. "That's where we need you. So no, you can't have one."

"Um... by the way, why am I here?" Madoka asked. "I mean, I'm not a Magical Girl or anything."

"That's where we're going next." Sara said. "We're testing you for the ability to be a Seraph pilot."

"What?" Madoka exclaimed. "Why me?"

"You hang out with Magical Girls, and you mentioned that you could see Kyubey." Sara said. "Plus, I had a hunch, and my hunches are usually pretty good. So If you guys will follow me, I'm show you to the testing chamber."

Sara turned around and led the group out of the Seraph cage. The walked down a short hallway and into a cluttered room that seemed very familiar to Arthur.

After a few moments, he realized that it was the room where he had been when the base came under attack by the Witch. Everything was just as it had been when he had left it, with the exception of the gun case, which had been closed.

"Alright, Madoka, get in the simulation pod." Sara said, pointing at the open piloting simulator. "Just climb in and hold the yokes."

"Okay." Madoka said. "Like this?" She climbed up the short stool placed in front of the simulator pod and climbed in. As she sat down and grabbed the control yokes, the front of the pod lowered, closing her into the pod.

"Alright." Sara said, walking over to the control panel. "So idiot erased the software on this thing, so this will take a second, but..." The pod made several noises, and a variety of LEDs on its surface lit up. "Great. We're live. Commencing pilot compatibility testing. This part will take a moment."

The pilot simulation pod began to hum. For several minutes, Arthur, Sara, and the assembled Magical Girls watched the pod without saying anything.

"So." Sara said. "What's it like being a Magical Girl. Should I have gone for that as my MOS?"

"MOS?" Sayaka said, confused.

"Military Occupation Specialty." Sara said. "Its a code designating your specialty within the Army. That was a joke. I was asking what its like being a Magical Girl. I've been reading the briefing materials, but I haven't had time to catch up on everything."

"You should be glad that Kyubey never approached you." Homura said. "Being a Magical Girl is suffering."

"Well." Sara said. "That must be unpleasant. If there is anything we can do to make it better, I'm all ears. I'm supposed to be running this program, after all, and I look out for my men."

"What's our pay going to look like?" Kyoko asked suddenly.

"We're still working that out." Sara admitted. "We're going to commission Arthur as a U.S. Army officer, but we can't do that for any of you, because you're all Japanese nationals, and U.S. officers have to be U.S. Citizens. We're looking into finding you SDF commissions, but failing that, we'll hire you as civilian contractors. Your first paychecks will arrive in two weeks, just like everyone else."

"Great."

"Now, if you people want to go get some chow, I'll hold down the fort here with testing Madoka." Sara said. "The testing will take a while, anyway."

"I'd rather stay." Homura said.

"Um... Alright." Sara said. "There's really nothing for you to do here, though."

"I'm aware of that." Homura replied.

"If its all the same to you, I'll stay too." Sayaka said. "I'm not really hungry."

"And I'd like to stay with Madoka while she's being tested." Mami said. "She'd do the same for any of us."

"Suit yourselves." Sara said, with a shrug.

**[x]**

Half an hour later, the simulator pod beeped, and the buzzing sound stopped. Sara pressed a button, and the door opened, revealing a frazzled looking Madoka.

"How'd I do?" She muttered.

Sara said nothing for a moment. "Amazing." She muttered. "You have an even higher compatibility than Arthur, and we thought he was about as high as it would get."

Sara paused for a moment. "Would you consider piloting a Seraph in the defense of this word, Madoka?"

Madoka took a deep breath."Yes." She said.

"No. You can't." Homura said.

"Why not?" Madoka said. "The world needs protecting, and this is what I can do to help."

"But that would put you in danger." Homura said. "After everything I've gone through-"

"What do you mean, Homura?" Kyoko said. "You haven't gone through anything that the rest of us haven't. Hell, come to think of it-"

"This conversation is over." Homura said. "Madoka, don't polit the Seraph."

Homura turned around and walked out of the room.

"So, will you do it?" Sara said. "This isn't like signing on to be a Magical Girl. There's nothing supernatural binding you to fight once you agree."

"I'll do it." Madoka said.

**[x]**

"So I've been thinking." Arthur said, looking at Sara. "I think I'll accept the commission. I want to pilot the Seraph, and that seems like the best way to do it."

"Excellent." Sara said, a strange grin appearing on her face. "Training starts tomorrow."


End file.
